Cutie Mark Charity
by Such A Chlorbag
Summary: The CMC inspire the Mane Six to hold a charity. All seems well, but when personal problems as well as a surprise attack that hits Twilight hard gets in the way, will their bonds of friendship be able to stay intact? Sequal to Frightening Fiesta.
1. Ch 1: Morning

Spike opened his eyes as a ray of light crept in through the window. While emitting a large dragon yawn, he sat up in his small bed to look into Twilight Sparkle's.

"Twilight?" he called. When no response was made, Spike sighed and began to rise from his bed. "Guess I should make her breakfast," he mumbled to himself. Upon getting up, however, he noticed that Twilight wasn't in her bed.

"Huh, that's weird…" Spike mentioned. It wasn't like Twilight to be up before he was. As he walked down the stairs to the main lobby, Spike called out to her. "Twilight!" he yelled, but still there was no reply. _I hope she's okay_ he thought to himself as he began to walk through the large tree in which they lived. When he still couldn't find her, Spike ran out the front door and brought his hands up to his mouth.

"Twilight!" he shouted into the air.

"I'm over here, Spike," said a voice from behind. Spike turned and walked around the bend of the library. When he finally caught sight of his friend, he was surprised at what he saw. Twilight had four bull's-eyes propped up and sitting in a row. She was standing a few feet away from them with a basket of rocks at her side. Spike stood in silence as he watched her use her unicorn magic to lift up a rock and toss it at one of the targets. When it hit one right in the center, Twilight made an accomplished huff.

"Twilight…" Spike began, "what are you doing?" He walked closer to her and she took her eyes off of the targets for the first time.

"Well Spike," Twilight said matter-of-factly, "after what we had to deal with at Fiesta Flair's party, I've decided to take matters into my own hooves!" She grinned enthusiastically at her helper, who merely raised an eyebrow.

"What you had to deal with?" he asked. "What do you mean by that?"

Twilight turned back to the targets and continued to fire rocks at them. "Remember when I told you how we were attacked at Fiesta Flair's party?" she inquired, to which Spike nodded and hummed affirmatively. "Well that night Rarity and I had to use our magic to defend ourselves, and to be honest… it didn't work as well as we'd hoped."

"How so?" asked Spike.

"We weren't strong enough," said Twilight. "We tried to bind one of them but we could only hold him for a few minutes. If it wasn't for Applejack, he would've been set free. Not to mention the bar stool I picked up and threw at him. I nearly missed!"

Spike put a claw to his chin. "So... now you're working on your combat skills?"

"_Ex_actly!" Twilight cheered as she tossed another rock. Bull's-eye.

With excitement in his voice, Spike said "Wow, you're pretty good at that Twilight!"

Twilight smiled with a slight blush in her cheeks. "Thanks Spike. I've been working on it for about an hour now. I can hit the two in the middle pretty well, but I'm a _little_ rusty with the two on the outside."

Spike walked up to her basket and placed a stone in his hand. While tossing it up and down in his palm, he said "Well, I'm sure you'll be able to do it eventually. You're always pretty quick with that magic stuff." Twilight smiled at the compliment. "But Twilight, do you think you'll actually have to use these kind of moves?"

Twilight sighed and closed her eyes for a moment. "Also during that night, Fiesta mentioned that our relation with the Elements of Harmony has been getting out. I'm afraid that other ponies might want to use us in order to get access to the Elements." She opened her eyes back up and looked down at Spike. "So that's why we've got to do all we can to make sure that doesn't happen!"

Spike stopped playing with the stone and set it back down in the basket. "Hopefully that doesn't happen… but I guess they're in good hooves." He turned around and began to head back towards the front door. "I'm gonna go make us breakfast!" Spike shouted back to Twilight, who was already busy with target practice once more.

On his way back, Spike noticed Fluttershy walking in the opposite direction. They exchanged casual greetings and continued on their respective ways. As she walked by Twilight target practicing, Fluttershy stopped in her path to go talk to her friend.

"Hello, Twilight," Fluttershy said. "How are you doing this morning?"

Twilight maintained a tight gaze on the far left target and furrowed her brow in concentration. The aura of magic around the rock she had grew in size and intensity, then in half a second it was gone. The target she was aiming at was quickly shattered with even the stand being sent flying backwards.

"Oh…_my_," Fluttershy said in a frightened manner.

Feeling content, Twilight finally turned to her friend. "Hello Fluttershy. I'm feeling _great_, now that you mention it. How are you feeling?"

"Oh-well… confused. At least… I am now," Fluttershy replied. "What are you doing?"

Twilight reiterated her story to Fluttershy, who completely understood. "That's probably for the best, Twilight. I know I wouldn't be able to help in something like _that_."

"Don't sell yourself short, Fluttershy," said Twilight. "I'm sure when the time comes you'd be able to defend us just fine."

Fluttershy sighed. "Oh my, no. Rainbow Dash and Applejack are more the fighting type. Not…not me. I have a hard time just _talking _to a new pony, let alone attack one."

Twilight giggled and sarcastically said "Well, maybe you'll get lucky and have to fight a pony you know." When Fluttershy didn't laugh, Twilight quickly changed the subject. "_So_, uh, Fluttershy, what brings you out here?"

Fluttershy broke a smile and straightened her posture. "Well, actually, I was on my way to Rarity's house. She said she needed help with something regarding fashion, and that I was the _only_ pony she could count on."

"Sounds like fun," Twilight said. "So you can look the part _and _act the part then?"

Fluttershy shook her head. "Oh I'm much less talented than Rarity. She was born for it. But it _is_ something I enjoy when I'm not taking care of the animals." She eagerly took a step closer to Twilight. "Would you like to come?"

Now it was Twilight's turn to shake her head. "I'd love to, but Applejack's asked me to help her out at the farm."

"Oh, I see," replied Fluttershy. "Well, if you don't mind, I should probably be going now. It was _very_ nice talking to you, Twilight."

Twilight smiled. "It was nice talking to you too, Fluttershy. See you later."

As Fluttershy walked away from Twilight, she could hear from behind her the sound of three wooden objects being broken. She grinned and continued on her way.


	2. Ch 2: Masquerade

Fluttershy had continued on her way through Ponyville before arriving at the Carousel Boutique. She knocked on the door and waited a moment for her friend to answer. Silence. She gave another attempt, only to bring more silence.

"Oh, I hope she's okay" she muttered out loud. When Rarity still had yet to come out, Fluttershy looked around before cautiously opening the door.

"Hello? Rarity?" she called out while looking around in the room. Fluttershy noticed that the boutique was in disarray, with string and fabric strewn about over the floor, mannequins knocked off of their stands, and a few lights broken here and there. Soon, however, she noticed that lying close to the floor was a purple mane hidden behind a knocked over table. Assuming this was the place to look, Fluttershy walked towards it.

"Rarity?" she whispered. "Is…is that you?"

Just then the purple mane quickly rose to reveal the panic stricken face of Rarity, frightening Fluttershy. With a shrill alertness to her voice, Rarity said "Fluttershy! Oh, thank Celestia you're here!" She hopped over the table and put her face right in front of Fluttershy's. "I. Need. Your. Help!"

Worried, Fluttershy put away her smile and became serious. "What's wrong, Rarity?" she asked. "I…I'll help you. Any way I can!"

Rarity gave a sigh of relief and regained her posture. "I'm glad to hear that." She paused for a moment to gather her thoughts, and then began to pace in front of Fluttershy. "As you can see, I've been very, _very_ busy regarding fashion lately."

"Oh, I can tell" Fluttershy complemented.

Rarity continued. "Well, it seems as if I've bit off more than I can chew. A famous fashion designer, Masquerade, has asked for a large batch of fashion designs for a ball he will be having soon in south-east Equestria."

Fluttershy smiled. "I'm sure you'll do fine, Rarity. Fashion _is _your special talent."

Rarity's eyes grew wide to accentuate her point. "I know, dear! But the horrible thing is that I'm also working on a dress for Applejack! Her birthday is this Saturday and I want the dress to be special. I already messed up Twilight's dress for her birthday, and I simply _will not_ do the same to poor Applejack!"

Fluttershy tilted her head. "Applejack's birthday is this Saturday? She didn't tell me that."

Rarity nodded. "She's not one to talk about such things. Her country girl pride, I suppose. I had to drill her for quite a while before I got that information. BUT… back to the problem at hoof. I'm finding it much too difficult to give both of the products my full attention. The good news is that Masquerade's fashion line is nearing completion! I only need a little more time to add a few finishing touches. A half hour at most. That is where you come in my dear!"

Fluttershy smiled and leaned in, eager to gain her instructions.

"Fluttershy, I need you…"

"Yes…"

"To do the very important task…"

"_Yes_…"

"Of-"

"Of finishing Masquerade's designs for you!"

Rarity stopped for a moment and raised an eyebrow at Fluttershy. "…No."

Fluttershy flinched and immediately moved her head to cover her face with her hair in order to hide her embarrassment. "Oh... oh, I'm sorry. I thought…"

"You thought I asked you here to help me sew?" asked Rarity. When Fluttershy nodded, Rarity was instantly hit by a wall of guilt. "I'm so sorry, Fluttershy! I had no idea. I mean…If you wanted to… I could-"

"No!" Fluttershy interrupted. "It-it's okay. I'm sorry. It's _my_ fault for jumping to that conclusion." She looked back up at Rarity and feigned a smile. "What did you really want me to do?"

Not having the time to reconcile with her friend, Rarity got to the point. "Well… I wanted you to distract Masquerade for a while, while I finish the last touches on his fashion line."

"Distract?" Fluttershy asked. "When is he coming to pick them up?"

Rarity winced. "Well…"

_Ding-dong_

"Now…"

Fluttershy gasped. "Now? He's picking them up today?"

Rarity nodded. "I said I was quite busy. The pickup date is today, and I figured I'd be able to finish by now. Oh, but Fluttershy, there was just _too _much work! I overworked myself, and now just look at me! I have _BAGS_ under my eyes, my mane has lost its glorious luster, and I'm HUNCHING! I'm in no shape to go out like this!"

Fluttershy scanned her friend. "Um…you look great to me."

"Oh you're just _saying_ that!" Rarity replied with a hoof to her forehead. "But it's okay now, because _you're _here!" She enveloped the pegasus with a hug. "Sweet, beautiful Fluttershy, whom a friend in need can always count on!"

Fluttershy cringed when Rarity said that, but she knew she was right. "So, you just want me to… talk to him?"

Rarity let Fluttershy go and let out a nervous chuckle. "Well, that's where it gets a _little_ more complicated. Like I said, I'm in no shape to reveal the line to him. That being said, I need you to distract him until I can complete the designs, then I would need _you_ to reveal them to him."

Fluttershy began to worry. "I'm not very good for conversation, Rarity. Maybe… maybe you should get Twilight or Rainbow Dash to do this. I'm not-"

"But they have no knowledge of fashion, Fluttershy!" Rarity interrupted. "_You_ are the only pony I can count on!" She bent down in front of Fluttershy to show her absolute desperation.

Fluttershy let out a soft groan. "Okay… Rarity. I'll do it. For you."

Rarity stood straight up. "Oh, thank you my dear! I'll never forget this!"

_Ding-dong_

"Right!" Rarity shouted. "Oh… and I may have forgotten to mention that I want it to look like I finished my designs on time, and that I have a good work procedure. He can't know that they are just being finished. But I also want to be the one to show him my designs, so to speak. And so…"

"So?" Fluttershy inquired.

Rarity sighed. "And so I would like for you… _to pretend like you're me!_"

"WHAT?" Fluttershy shouted.

"Oh, it's only for a while, Fluttershy! I _need _to uphold my reputation in the world of fashion! I can't show him my line looking like I do, but I want him to _think _that I am! Please, Fluttershy! It can't be that hard! He comes in, he goes out, no problem! Right?"

Fluttershy shook her head. "Rarity… I-I can't, I…"

Rarity moaned "Oh please, my dearest friend!" She topped it off with a round eyed lip quiver to satisfy Fluttershy's pathos.

"Oh… oh alright…" sighed Fluttershy. At that, Rarity quickly cheered up and ran to a desk where she had some things prepared. When she returned to Fluttershy, she placed a replica purple wig on Fluttershy's head and blue contact lenses into her eyes.

"Beautiful! Now, Fluttershy, we just need to put this cute little dress on you to hide your wings and that cutie mark." Rarity helped Fluttershy into a purple dress that fell below her flank which perfectly covered up the butterflies on her side.

"But Rarity," Fluttershy began, "what about my coat? It's still yellow."

Rarity scoffed. "My dear, I am much better known for my beautiful purple hair than my brilliantly white coat. With luck, he will not even think about it."

"What about your horn?"

"Oh…" Rarity said. She looked around the room and found a plaster mold of a unicorn horn lying in the corner. "This will do!" Using a string, Rarity quickly tied the horn to Fluttershy's head and covered it with her hair. "Perfect!"

_Ding-dong_

Rarity gasped. "Masquerade has waited much too long!" While backing up into the doorframe of the next room, Rarity gave Fluttershy her orders. "Just pretend you're me and distract him for a while. Okay? I'll go as fast as I can!" She began waving Fluttershy to the door, to which she complied. "I know you won't disappoint me!"

Fluttershy walked towards the door full of panic and confusion. _Okay, Fluttershy. You can do this_. Thoughts began to race through her head. _Remember, you took an acting class_… She arrived at the door and sighed. _When you were four…_

She opened the door and looked up at the blue colt that stood before her. He had a prominent jaw and a long, dark blue mane. He had a coat that was a much lighter blue, and he stood with promptness and integrity. When he spoke, he did so with a deeply southern accent while still keeping it proper. "I say! I stood at that doorway for a considerable amount of time, a time in which most ponies would call uncivilized! May I come in?"

Fluttershy froze in place. After a few intense moments she was able to whisper out "Um… yes… c-come in…"

Masquerade raised his manly brow. "Miss Rarity?"

Fluttershy shut her eyes and scolded herself for a moment. _Rarity, Fluttershy! Rarity! Remember you're doing this for Rarity. What would Rarity do?_

Fluttershy quickly stood up straight, gained perfect posture, and raised her head up high. Behind her, Rarity was peeking out from the doorway to see how her friend was doing.

And then, Fluttershy spoke.

"Well hello, DAHling! You… uh… _SIMPLY _must come in!"

Rarity cringed. "Oh no…"

Masquerade looked down at the pony with a confused look on his face. "Um… excuse me?"

Unwavering, Fluttershy said "I said, MY DEAR, that you _SIMPLY _must come inside! There is… uh… tea, and… FASHION… that dwells within my… domain?"

Rarity face-hooved. _Oh, Fluttershy_ she thought. _What _are_ you doing? I DO NOT talk like that!_

Masquerade tried to hold in a chuckle. "Uh… whatever you say, madam."

The two walked inside the boutique as Fluttershy quickly noticed that she had to explain the mess.

"Uh… I'm _quite_ sorry for the mess, Mr. Masquerade. It's just that… I've been very busy on my clothing line and I haven't been able to… tidy up?" Fluttershy gave a yearning face to her company, hoping he wouldn't find her speech to be revealing.

"Well, Miss Rarity, they say true geniuses have the messiest dwellings. I only think more highly of you because of it." Fluttershy sighed in relief. "Now, let's have a look at that clothing line!"

Fluttershy gasped inwardly. "Um… _no, no, no, no, no, MY DEAR_!" Again, Masquerade's eyebrow rose curiously. "We-um, _I_ must show you around first!" Fluttershy quickly nudged him in the opposite direction of Rarity's workroom and into the middle of the entrance hall.

"Miss Rarity, I say, I do not have much time" said Masquerade. "In fact, I stood at your doorstep for so long I feel quite parched!"

Fluttershy began to grasp at straws. "Parched! Yes, yes, _of course_! You're thirsty! Um…l-let me go get you a drink!"

Masquerade began to follow Fluttershy as she walked to the kitchen. "So Miss Rarity, tell me about the clothing you've designed for me."

A bead of sweat dropped down Fluttershy's forehead as she began to come up with an excuse. "Oh… I… um… it's a surprise! And you don't want to be surprised while you're thirsty. It can cause high blood pressure." She smiled and trotted into the kitchen, leaving a frustrated Masquerade in the hall.

"Well then," he said, "I suppose I'll have a scotch."

"A scotch…" said Fluttershy. "Of course." She began to look around the kitchen, looking for a source of where Rarity kept her glasses. "Would… you want that in a glass, Mr. Masquerade?"

Masquerade huffed. "Of course! Would you have me drink it off the floor?"

Fluttershy winced. "Of course not… _dahling_." She made her way to Rarity's refrigerator and began to scan the contents. "And… um… Mr. Masquerade… how_ do _you make a scotch?"

Masquerade was beginning to become impatient. "You take the bottle… and pour it into a glass… _Miss Rarity_."

Upon saying that, Fluttershy came across the small bottle of unopened scotch in the door of Rarity's fridge, causing pink to flush to her cheeks. "Oh… um. Of course" she mumbled. She looked through the drawers for a bottle opener, but could not find a single one in the mess she was making.

"Miss Rarity," Masquerade sternly said, "just pop off the cap with the counter!"

"Oh, um, sorry" said Fluttershy. She began to weakly tap the cap against the counter, but to no avail. Beginning to become frustrated at herself, Fluttershy raised the bottle high and slammed it against the counter, shattering the bottle and sending scotch and shards of glass everywhere. Including Masquerade's leg.

"Aaah!" he shouted as glass pierced his shin. "You imbecile, look what you've done! I'm bleeding! _And_ I'm thirsty!" Masquerade made his way to the kitchen table and sat down. He looked upon a stunned Fluttershy, who had frozen in place with a hoof to her mouth.

Fluttershy carefully surveyed the situation and tried her best to provide a Rarity-styled reaction. "Uh… _of all the bad things that could take place_… this... _this is one of them_!" _Oh, Fluttershy_ she thought to herself, _you are _not _doing very well_.

Masquerade coughed in order to gain Fluttershy's attention. "I could _use_ some assistance here, Miss Rarity!"

Fluttershy snapped back to reality and looked around for a towel. "Oh! I'm _so_ sorry my little… _Masqueradey… wadey… _let me help you!" She found a soft towel and some tweezers in a drawer and ran over to her patient.

ooo

After a while of painful treatment for Masquerade, Fluttershy was making the finishing touches on the stitching of his leg.

"There you go, Mr. Masquerade. All better" said Fluttershy as she patted his wound with a towel.

Masquerade couldn't help but smile. "I say, Miss Rarity, you have quite the talent for fixing the injured."

"Well it is my special talent" replied Fluttershy.

Masquerade tilted his head. "I thought fashion was your special talent?"

Fluttershy began to choke due to her not even noticing the mistake she had made. "Oh…um, *cough* I-I meant…_ other_… than sewing… and designing… Helping injured animals… that is." She had stopped her coughing and looked Masquerade in the eyes to see if he took the bait. Surprisingly, she caught him looking at her with wanting eyes.

"Miss Rarity," he began, "I must say I find your purple mane and your deep, gorgeous blue eyes to be absolutely mesmerizing."

Fluttershy blushed at the compliment, even though it wasn't to the _real_ her. "Oh, um… thank you, Mr.-uh, darling, sir."

Masquerade suddenly gained a suspicious look on his face. "Hey… I thought I had heard that you had a brilliantly white coat…"

Fluttershy's heart began to beat faster than ever before. "Oh, I-I-I-no! What? My coat has always been… been yellow. Where did you hear it was white? You must've misheard. I'm sorry. I-I'm sorry." Her head sunk to the ground so she didn't have to face his judgmental stare.

"Hmmm" muttered Masquerade. "If you say so." Fluttershy sighed. "So, may I please see the designs I've come so far for, Miss Rarity? I really must be going."

Fluttershy's eyes went wide in fright. "Well, I-um…" She looked over to Rarity's workroom door and was relieved to see that she was standing in it and was waving Fluttershy in her direction. "Yes, Mr. Masquerade, I believe we are ready" she said with a smile.

"Excellent" he replied.

Fluttershy happily trotted over to Rarity's workroom, glad to be almost done with the whole ordeal. As soon as they made it into the main hall, however, the front door of the boutique swung open.

"Rarity!" shouted the small filly as she entered the room owned by her sister.

Fluttershy panicked but impressively improvised on the spot. "Oh, hello Sweetie Belle. How wonderful it is to see you home" she said with a smile, hoping Sweetie Belle might get the hint.

Sweetie Belle raised an eyebrow at her friend. "Home? But you don't live here, Fluttershy! It's just me and Rarity! And Opal!" she said with a proud grin on her face.

"Fluttershy?" asked Masquerade while eying down his host. "What is this filly talking about?"

_Now_ was the fastest time Fluttershy's heart had beaten in recent memory. She froze like a deer again for several seconds, trying to come up with an excuse. "Um… my darling sister is just… playing a little game. Aren't you Sweetie Belle?"

"A game?" Sweetie Belle asked. "I don't get it." A sudden understanding grin emerged from her face. "Oh, I get it! We're playing dress up! I wanna play Rarity, though! You can play as Applejack!" Without warning Sweetie Belle ran up to Fluttershy and tore her wig off then proceeded to place it on her own head. "There," she said with accomplishment, "now I'm Rarity!"

All eyes focused on Fluttershy as she sunk her head low to the ground and hid her face in her hair. "Oh, Sweetie Belle…"


	3. Ch 3: Sisters

After breakfast was over, Twilight Sparkle went off to Sweet Apple Acres to help Applejack as requested. When she arrived at the barn she saw that Applejack had a pile of toppled tree trunks and branches on her right, and to her left were multiple baskets, buckets, and crates.

"Well howdy, Twilight!" Applejack called as her friend walked up to her with a smile on her face. "Thanks fer showin' up an' helpin' me out with all this!"

Twilight giggled as she caught up with the cowpony and said "Of course, Applejack! But... uh… what exactly are we doing?" She looked around and noticed that the crates were filled with chopped wood and leaves.

"Well," began Applejack, "now that winter's all over n' done with, we have to get rid o' all the dead trees that didn't make it through the cold." She got up and walked over to the pile of tree trunks. "Big Mac cuts down the dead trees an' brings 'em back here. Now it's mah job to cut 'em all up an' make 'em into fire wood, and the like." She looked back at Twilight who still seemed slightly confused.

"So… you want me to help cut apart the trees?" she asked.

"Exactly!" Applejack replied. "Ah figured with your magic n' all y'all would be able to make the whole mess o' this go a lot quicker!"

"Oh, alright" replied Twilight. Recently she had been thinking that Applejack believed the only work she could do was that done by magic. Twilight secretly hoped that she would be doing more labor heavy work to prove her wrong.

Applejack nodded. "Well let's get started then!"

They began by taking off the branches of the dead tree trunks, Twilight with her magic and Applejack with her mouth. They would shake the leaves into the buckets then place the branches into the baskets. Once the trunk was bare, they used saws to cut the wood into chunks and placed them into the crates.

After doing this for about a half an hour, the two ponies were able to get into a habit of working and it no longer became difficult. Therefore it was Twilight who was the first to start up a conversation.

"So, Applejack," she began, "read any good books lately?"

Applejack paused in her work for a second to say "Well Twi, you know Ah love a good readin' now and again, but Winter Wrap Up has been so tiresome for me lately that Ah haven't had much down time."

Twilight frowned. "Oh. I'm sorry. Well… when was the last time you took a break?"

Applejack smirked. "There's not much time for breaks in this line o' work. Ah mean, Ah guess last Saturday was the last time, and Ah only had time for a quick nap and a bite to eat."

"Well why don't you get Big Macintosh or Apple Bloom to cover for you for a day?" asked Twilight.

While shaking her head Applejack said "Big Mac already has enough of a burden on his shoulders, Ah wouldn't want to overwork him. Besides, y'all saw what happened last time he hurt himself. Ah had to work the orchard all by my lonesome, and Ah got a… lil' loopy."

Twilight laughed. "A little? You poisoned half the town with those muffins!"

"Well Pinkie Pie shoulda been watchin' me!" Applejack replied with a smirk. "And Apple Bloom is too busy with her schoolin' an' all, Ah can't bother her with helpin' me out. Plus her lil' "crusade" to find her Cutie Mark that she's been doin' with all her friends_. Heh… lil' squirt… it's right under her nose if she just thought real hard 'bout it_."

"I understand" said Twilight. "I know what hard work is like."

Applejack snorted. "Ah'm sure you do, sugar cube."

Twilight frowned and tilted her head. "What is _that_ supposed to mean?"

Applejack picked up a wood block and spat it into a crate. "Oh, nothin' Twilight. It's just alphabetatizin' books ain't exactly back breakin' work."

Twilight huffed. "I do more than 'alphabetatize' books! I research, I do experiments, I… write to the princess, I take care of Spike! I do a lot of things!"

"Yes you do" nodded Applejack in a sarcastic fashion. "Ah was just complimentin' you." She turned back to her work and left Twilight with nothing to say. The unicorn angrily picked up her saw and began to vigorously saw away at the log in front of her. After doing this for a few seconds, Twilight decided she wasn't done with Applejack and set down the saw.

"No you weren't!" shouted Twilight.

"Ah weren't what?" asked Applejack.

"You weren't complimenting me!" said Twilight angrily. "You think I don't do anything! Why?"

"Ah didn't say that" said Applejack. "Ah just said you don't do any hard back breakin' work 's all."

"Well…" stuttered Twilight. "I do _sometimes_. I always work hard during the Winter Wrap Ups, don't I?"

"Well Ah suppose" mumbled Applejack.

"And the Summer Sun Festival!"

"That's true…"

"And the Grand Galloping Gala!"

"Mmm hmm…"

"And I did save the world a few times. With _your_ help of course, but… doesn't that count?" asked Twilight.

Applejack sighed. "Ah… yes." She grumbled and quickly turned to Twilight. "Ah'm real sorry Twi! Ah just… Ah've been workin' nonstop for almost a month an' it's really gettin' to me!"

Twilight walked up to Applejack and put her arm around her. "It's alright Applejack. I know you think I don't do much, but I _do _know what it's like to be stressed out by your job. I may just be a student, but I still get stressed, overworked, and perhaps have a _little_ freak out every once and a while."

Applejack hung her head low. "No… no Twilight, now that's just not true! Ah _do _know you're a hard worker. You work just as hard as any of us. Ah just… Oh, Ah don't know! Ah'm so sorry. Could ya ever forgive me?"

Twilight squeezed her closer to herself. "Already forgiven" she said with a smile. "But Applejack, you really need a break. These trees can wait. Why don't you take off this Saturday? It _is _the weekend."

"Well, it _is _my…" Applejack trailed off.

Twilight took her arm off from Applejack's neck but still focused her gaze on her. "Your... What?"

"Nothin'" replied Applejack.

"No, it's not nothing, Applejack" said Twilight, who then smiled at her. "You know, you're a terrible liar."

Applejack chuckled. "Hey, Ah'm workin' on it."

Twilight returned the laugh. "Good luck! You _are_ the Element of Honesty." Applejack grumbled and began to walk back towards the logs, causing Twilight to promptly catch up with her. "But seriously, Applejack, what is on Saturday?"

"Well, if Ah can't lie, Ah just won't say" replied Applejack.

"Come on, please?"

"No!"

"But AJ!" said Twilight as she tried on Rarity's lip quiver.

"Hehe… no!"

"Don't make me get Pinkie Pie!"

"NO!" shouted Applejack. "Not that! Anythin' but that!"

Twilight smiled with accomplishment. "Okay then. What's this Saturday?"

Applejack looked around nervously. "Oh… it's… it's… it's mah birthday!"

Twilight looked confused. "That's it?" Applejack nodded, which made Twilight begin to think. "Wait… we've never celebrated your birthday, have we?"

"Eeeeeenope" replied Applejack, an echo of her older brother.

"After all these years you've never told us your birthday?" asked Twilight, astonished.

"Nah" said Applejack.

"Why not?"

"Well… to be honest, Twi, Ah don't care too much for mah birthday. Don't like celebratin' it."

"How can you not like your own birthday?"

"Ah just don't!" shouted Applejack, who cringed when she noticed her yelling. "Ah… Ah just don't. Nothin' more to it than that. An' Ah knew that if Pinkie knew, she'd have to throw a party fer me."

Just then the two ponies heard an excited screech coming from miles away, obviously belonging to a certain pink pony.

"Aw shoot," moaned Applejack. "Now she knows."

Twilight laughed for a second, but quickly got back on subject. "Applejack, of course she'd want to throw a party for you, she's your friend!"

Applejack nodded. "One of mah oldest ones, too. Ah was one of the first ponies she'd met when she came to Ponyville. She liked me instantly. And we've been friends all these years, but Ah still haven't told her mah birthday." Twilight could tell that Applejack was feeling guilty about it.

"Hasn't she asked by now?" asked Twilight.

"Oh, she's asked alright!" Applejack said. "Heck, one year she threw random birthday parties for me, hopin' she'd land on the right date. Ah told her to stop after she became too much of a bother, but she understood that Ah didn't like it after a while."

Twilight took in all of this information for a moment. "Well…" she began, "I think it's about time we threw you a party. I know you don't want one, but maybe that's because you don't know how fun it'll be!"

"Ah doubt that's why…"

"You've seen our parties, and you seem to have fun! We have cake, and sing, and dance… you've seen how well I can dance!"

Applejack stifled her laughter. "Um…y-heh heh- yeah Ah have… _great_ dancin'!"

"So I say that you need a break" replied Twilight, bringing out her leadership tone again. "Why not make it this Saturday, the one day of the year when you deserve a break?"

Applejack looked indecisive. "Well… Ah dunno… Ah'm gonna be real busy, but… ya did make it sound kinda fun, Twi." She closed her eyes for a minute to go over it all in her head. "Okay! Y'all have yourself a deal, partner!" She extended her hoof towards Twilight.

Twilight did the same and the two ponies shook on it. "Great! I'll tell Pinkie Pie and we'll get started!"

Applejack laughed. "If she hasn't gotten started already!" The two chuckled, relieved that their fight was over and they could finish up their work. "But, uh… Ah hope it won't be dissapointin', Twilight. Y'all won't forget, will ya?"

Twilight was surprised by the question. "Of course not, Applejack! Why would you ask that?"

Blush rose in Applejack's cheeks. "Oh… n-nothin'. It's just that nopony has ever done somethin' like this fer me, and… Ah'm a little… cautious, I s'pose."

Twilight gave her a reassuring smile. "Don't worry Applejack. We're your best friends. We'll always be there for you."

Applejack returned the smile. "Thanks, sugar cube."

Just then the familiar voice of Applejack's little sister chimed in.

"AJ, Ah'm home!"

Applejack turned to greet Apple Bloom as she walked towards her. "Well howdy, lil' sister! How was school today?"

"Oh, it was mighty fun! We got to do our multiple… cashuns… tables…. Or somethin' like that! An' tomorrow we get to find out what ten times ten is!" she said with a grin.

Applejack laughed. "Ah know the answer, if ya'd like to hear it."

Apple Bloom shook her head. "Nah, Ah'd rather not spoil it." She turned to her unicorn friend. "Howdy, Twilight!"

"Hello, Apple Bloom" Twilight said. "It's so great that you like learning! I'm very proud of you, and I'm sure your family is too!"

Applejack brought in her sister for a big hug. "You're darned tootin' we're proud o' her! The pride o' the Apple family!"

Apple Bloom beamed. "Thanks, big sister!" Applejack let go of her and set her back down on the ground.

"She's been gettin' good grades an' everythin'!" shouted Applejack proudly. "Not only that, but she managed to help me fix up the barn, all the while jugglin' with her whole Cutie Mark business." Twilight smiled at the obvious pride Applejack had for her sister.

Apple Bloom smiled at the compliments, but soon looked down towards the ground with a frown on her face.

"What's wrong, Apple Bloom?" asked Applejack.

The small filly sighed. "It's just… all this talk about Apple family pride makes me wish… makes me wish mom n' dad were here to see me… to tell me they're proud."

Applejack and Twilight's smiles quickly disappeared, and a tear came to Applejack's eye. She took her hat off and bent down to be face to face with Apple Bloom and put a hoof on her shoulder. "Now don't be talkin' like that, Apple Bloom. Ah told ya, they're lookin' down at us right now, and ya know what?"

"What?" asked Apple Bloom as she looked her sister in the eye.

"They couldn't be any prouder in you. You're the smartest, bravest, and most curious pony they know. They can tell that you're gonna be somepony great one of these days, and every time they look at you, why, their heart fills with pride and they say '_That's_ mah daughter. Just look at what she's become… and look at what she's gonna be!' You're an inspiration to them, Apple Bloom. Just like you're an inspiration to me. An' Ah couldn't ask fer a more wonderful sister than you."

Apple Bloom smiled and wiped the tear out of her eye. "Thanks, sister. Ah bet they're real proud o' you too."

Applejack smiled and wiped a few tears from her eyes as well. She put her hat back on and turned to Twilight. "Alrighty, then. Enough o' this sad talk. We got work to do."

Twilight couldn't help but wipe a tear from her eye too. "That… um… yeah. Let's get back to work." She smiled and turned to the few logs they had remaining.

"Oh, an' Applejack?" asked Apple Bloom.

The two ponies turned back to the filly. "Yeah?" said Applejack.

"Well…um…" Apple Bloom began, "Today, Ms. Cheerilee started talkin' bout charities, and how someponies go around giving money or food to other ponies an' stuff."

"Uh-huh."

"And then Sweetie Belle, Scootaloo, and I started talkin' and… we thought that that was real neat. To help out those that have less than us. So we thought… perhaps… you and your friends could help us set up a charity right here in Ponyville. We figured there's lots o' ponies round here that could use the help, and we wanna be a part of it."

Applejack felt a warm feeling pass through her. "Well sheer mah sheep and call me a farmer. After all my talk o' you bein' an inspiration, and here you go sayin' you wanna help out the needy." She walked closer to her sister and enveloped her in another big hug. "Apple Bloom, Ah love you _so _much! You know that, right?"

Apple Bloom returned the hug. "I love you too, big sis!" Applejack set her down and walked over to Twilight.

"Whattya say, Twi?" asked Applejack. "Feel like helpin' the Crusaders with their charity?"

Twilight nodded in response. "I would be honored to help your charity, Apple Bloom. That's such a responsible and kind hearted thing to do."

"Hooray!" shouted Apple Bloom. "Ah was thinkin' 'bout doin' it this Saturday, since this is one of the few weekends that nothin's goin' on in town, and most ponies will be too tired from Winter Wrap Up to do anythin' anyway!"

"This… Saturday?" asked Applejack while looking at Twilight?

"Is there a problem?" inquired Apple Bloom.

"Eh… no…" Applejack turned to Twilight and whispered so Apple Bloom couldn't hear. "_This is way more important than mah birthday, Twi. Just forget about mah party."_

"_But Applejack!_" interjected Twilight. "_We can't! Not after what you said. You were finally getting excited about your birthday for once! We can't forget about that."_

"_Sure we can! Ah've not celebrated it for years. Ah can handle another."_

_ "But… Applejack, no… Here, I have an idea. Why don't we hold the charity for the better part of the morning, and we have your party in the afternoon or at night."_

_ "But if everyone's at the charity, Big Mac won't be able to cut down the trees. We can't all take a whole day off at the acres. Hmmm. Alright, we'll compromise. Ah'll send Big Mac and Granny Smith to help at the charity, and I'll take over at the farm to finish up what we're doin' here. Big Mac needs more of a break then Ah do. Once it's over, we can do whatever y'all are plannin'."_

_ "But…. Applejack! Saturday is supposed to be your day off! Besides, don't you want to help your sister?"_

_ "Now, Ah'm sorry Twi, but this is the way it's gotta be if it's gonna happen!"_

_ "Alright, fine. Tell your sister."_

"Are y'all alright?" chimed in Apple Bloom.

The two ponies converged from their huddle and faced Apple Bloom. "We'd love to help, lil' sis."

Apple Bloom's smile returned. "Great! I'll go tell Scootaloo and Sweetie Belle! Sweetie's already asking her sister now."

ooo

"Miss Rarity, what is the meaning of all of this?"

Fluttershy was frozen stiff. Sweetie Belle had ruined both Rarity's _and_ Fluttershy's plans by arriving home too soon, a step Rarity had overlooked. Now she was just waiting for her nerves to calm down so she could come up with an excuse. Unfortunately, Sweetie Belle was about to ruin that plan as well.

"I'm gonna go get Rarity so she can play dress up too!" said Sweetie Belle as she walked towards the door of Rarity's work room.

"_No no no no no no no!_" could be heard from behind the door, but by then it had been too late. Sweetie Belle had pushed open the door, leaving a panicked Rarity standing in the open, eye bags and all.

"Miss Rarity?" asked Masquerade.

Sweetie Belle nodded. "Yep, that's my sister! Hey Rarity, wanna play?"

Rarity stood there in shock of what was going on. She looked over to Fluttershy, who wasn't fairing any better. Finally, her gaze centered on Sweetie Belle, who was looking up at her innocently.

"Sweetie Belle… _my dear_… what are you doing home so early?" she asked in a jittery voice.

"Well, normally my friends and I hang out after school, but… today I had something important to ask you and I came home!" Sweetie Belle said with a smile.

Masquerade interrupted their conversation. "Hold on for a moment, ladies. If _you_ are Rarity, then who is this mare that has been leading me about and stabbing me with assortments of glass?"

"STABBING?" shouted Rarity.

Fluttershy quickly came out of her shock to answer the question. "Oh, um, I'm…. I'm Fluttershy."

"And tell me, Miss Fluttershy, why exactly are you gallivanting about as if you were Miss Rarity?"

Fluttershy began to remove the horn and dress Rarity had given her as she explained. "Well, um… Rarity was a teensie weensie preoccupied, and asked me to help by distracting you. But… I think she's done now."

Rarity sighed. "You were _supposed_ to make something up, Fluttershy."

"Oh… sorry."

Masquerade huffed and flared his nostrils. "Miss Rarity, what could possibly possess you to force your young friend here to pretend she were you?"

Rarity faked a laugh in an attempt to regain control. "I-um, I needed a _small_ amount of time to finish my clothing line for you, so I needed a distraction while I did just that. And as you can see, I am _much_ too disheveled and unruly to present myself to someone with as much _prestige_ as yourself." She curtseyed before Masquerade to humor him as much as possible.

Masquerade eyed Rarity up and down before commenting. "You look marvelous to me, Miss Rarity."

"Oh," said Rarity, blushing. "Why thank you… kind stallion."

Masquerade turned to Fluttershy. "And as for you my dear, I say, you are quite the pushover, aren't you?"

Fluttershy was startled at the sudden attention. "Oh, um… what?"

While stomping his foot on the ground, Masquerade said "You need to be much more assertive! You let your friend force you into this occasion and you just went along with it? Did she even ask you beforehand?"

Fluttershy looked to the ground. "Well… somewhat. I mean she-"

"And I assume you didn't argue with her, did you? Didn't even think of saying 'no?'"

"Of course not. I-"

"Exactly. Miss… Fluttershy, was it?" Masquerade walked closer to Fluttershy's face. "You are precisely the type of pony I know won't make it in the real world. You let other ponies walk all over you and you don't even get a word in edge wise!"

Fluttershy could only whimper at Masquerade's hurtful words.

"If I were you, I would take a good, hard look at my life and see where I went wrong, because something is _clearly_ wrong with you if you let your friends take advantage of you as if you were a tool!"

"I-I'm sorry! I just-I…"

"And as for _you_, Miss Rarity," Masquerade said while turning back to Rarity "what kind of friend are you to push somepony around like this?"

Rarity panicked. "I assure you, Masquerade…uh, sir, that I never intended-"

"What kind of a role model can you be to your young sister here if you show how easy it is to take advantage of the weak?"

Again, Fluttershy cringed and tears rimmed her eyes. Sweetie Belle merely looked silently at Masquerade with disgust and anger.

"You are an incredibly incompetent house guest by making me wait outside for fifteen minutes, then once inside you force your idiot of a friend to lead me about and cut me up!" Masquerade was fuming at this point. "You must be insane to think I would ever use one of your products in my festivals!"

Rarity gasped. "What what _what_? You'll not buy my products?"

Masquerade shook his head. "I run a fine business, Miss Rarity, and it will not be marred by liars and bullies such as yourself!"

"Bullies such as _myself_?"

"Indeed. You are not the kind of pony that I would enjoy the pleasure of working with, and you certainly should not be _compensated_ for such acts. I will take by leave now; I have no use of being here any longer!" Masquerade turned to Fluttershy. "I hope you learn a valuable lesson today, Miss Fluttershy. Our world has no room for the weak."

Fluttershy closed her eyes as a single tear escaped from the rim and cascaded down her cheek.

Finally, he bent his head down to face Sweetie Belle. "As for you, my dear, I hope you do not glean anything from these two ponies you see before you. They are the antithesis of what a strong mare should be. Find a role model in somepony much more honorable-"

"Such as yourself?" Sweetie Belle asked sarcastically.

"Such as myself!" Masquerade returned.

Without saying anything more Masquerade walked towards the front door and opened it.

Rarity began trotting towards him in a rush. "Wait a moment! Don't you at least want to see what I've-"

Masquerade slammed the door in Rarity's face, leaving her standing there with a bewildered look.

"He just left…. Weeks of working on a clothing line and he just… _left_…" Rarity turned back around to Sweetie Belle who returned her gaze with an earnest smile.

"Don't listen to him, Rarity! You're a great role model! Fluttershy too!" she said, only to be responded with silence.

After a few moments, Rarity broke her gaze from Sweetie Belle and headed towards her room. "I need to be alone for a while."

She passed out of view of Sweetie Belle, who then turned to the only pony left in the room. "Fluttershy?"

Fluttershy merely stood there, eyes shut, hair covering her face, facing the wall, lost in thought.

_Oh, Fluttershy, you're stronger than this! _she thought to herself. _You _can _be assertive, remember? You've done it before! Oh, but this is different. This was for Rarity. And you know how bad you can get when you act like that. But… Masquerade was right… I AM still a pushover._

Sweetie Belle just stood there in the middle of the boutique, waiting for something to happen. "Um… did I do something wrong?"

Silence.

"Well… um… I'm gonna go check on Rarity, okay Fluttershy?"

When Fluttershy refused to move from her spot, Sweetie Belle went off to find her sister.

Upon arrival at Rarity's door, Sweetie Belle could hear crying coming from the other side.

"Rarity?" she called. "Can I come in?" When she heard the vague sound of a possible confirmation, Sweetie Belle opened the door and saw her sister lying in bed with her head in her pillow.

"Rarity…" Sweetie Belle began. "I'm real sorry if I messed something up. I didn't mean to, I- I just wanted to come home to ask you something."

Rarity took a deep breath and lifter her head from her pillow. "Oh, it's okay darling." She sniffed. "It's just… I worked _so_ hard on that clothing line, and then for him to _insult _me and call me a bad friend. I mean, how _dare _he?"

Sweetie Belle jumped up on Rarity's bed and cuddled up next to her. "Don't worry Rarity. You'll sell those clothes somehow. Don't worry about him, he's just another one of those _critics_ you say that everypony is. And as for you being a bad friend, Fluttershy wouldn't have even thought about helping you if you were a bad friend. You're the kindest, most generous pony I know, and you'll always be _my_ role model."

Rarity dried her eyes and hugged Sweetie Belle. "Oh, thank you, Sweetie. You're simply the best sister a girl could ask for."

"We're like apple pie… remember?"

Rarity nodded her head. "Mmmm hmmm."

A shadow crossed in front of the bedroom door.

"Rarity? I'm… I'm sorry I ruined your plans…and your designs." The soft voice was instantly recognized as Fluttershy's.

Rarity looked up from her bed and gestured Fluttershy inside. "Come now, Fluttershy. Have a seat."

Fluttershy walked in and jumped up onto Rarity's bed. She sat down next to Rarity on the opposite side of Sweetie Belle.

Rarity turned to Fluttershy and smiled. "Now Fluttershy, don't you _dare_ blame yourself for even a minute! Masquerade was right… I shouldn't have even put you in such a situation. I made my own bed, I should have to sleep in it."

Sweetie Belle gave Rarity a confused look.

"It's a figure of speech, dear."

Her sister nodded in understanding.

Fluttershy joined the conversation. "Even if that's true, I still feel bad about everything that went wrong, and I really – mmmph!" Rarity had decided to plug Fluttershy's mouth with her hoof to stop her from talking.

"Fluttershy, all is forgiven" Rarity said. "I only hope that you have it in your heart to forgive me…"

With Rarity's hoof still in mouth, Fluttershy managed to pull off a smile and nodded to Rarity.

"Good" said Rarity as she removed her hoof. She let out a tired yawn and laid her head back down on the pillow. Sweetie Belle, deciding it looked all too alluring, laid her head down on Rarity's stomach and let out a contagious yawn as well.

"You know, Rarity" began Sweetie Belle as her eyes began to close, "The Crusaders and I were thinking about having a charity this Saturday. Maybe you could sell your dresses there, then give the money to the needy."

Rarity's eyes began to close as well. "A charity… yes… I could definitely do that. Fluttershy?"

Fluttershy yawned and decided to lie down next to Rarity too. "That sounds… _nice_."

Within a few moments, all three ponies had managed to lie down on Rarity's bed, with Sweetie Belle to her left with her head on Rarity's stomach, and Fluttershy to her right. In order to help her sleep, Rarity began to run her hoof through Sweetie Belle's mane.

"Mmmmm" murmured Sweetie Belle, finally closing her eyes. "Fluttershy, what was that song you sang us again? It was really nice."

Fluttershy closed her eyes, released a contented sigh, and let her soft voice drift through the air.

"_Hush now, quiet now_

_ It's time to lay your sleepy head_

_ Hush now, quiet now_

_ It's time to go to bed."_


	4. Ch 4: Charity

Time had passed quickly, and before anypony knew it Saturday had come. The Crusaders spread the word to their relatives, and they spread it to their friends and family as well. By Saturday, everypony in Ponyville was aware of the charity and was out and about to see what the festivities were. The headmasters of the charity were Twilight Sparkle and her friends, and each had set up a booth to raise money for their respective causes.

Twilight had a small booth set up that had obviously been made by Spike, due to its misspellings and all around mediocrity. A small filly walked up to the booth in order to talk to the unicorn.

"Hey, little girl!" began Twilight. "Are you wanting to donate to our cause, the Student Pony Assistance Receptacle for Kreating Lifetime Egotism?"

The little filly looked up at Twilight with large, unassuming eyes. "The… wha?" she asked.

Twilight giggled. "The SPARKLE foundation!"

"… That's a stupid name."

Twilight's ears flopped down. "Yeah, well… I didn't make it up." She looked over to Spike who was sitting on a barrel behind her and smiled proudly at his "genius" anagram.

"Well…" the filly continued "what does it do?"

Twilight raised her head up high and put on a smug face. "It is becoming much more expensive for students such as myself to afford to go to college or some alternative schooling. And so, I have decided to start a fund that would give some help to the genius ponies that wish to make more of themselves in the future."

The filly continued to stare. "That's a stupid idea."

Twilight furrowed her brow, stood on her hind legs, slammed her forelegs on her booth, and leaned down to speak closer with the filly. "Do you wanna donate or not?" she asked, obviously becoming annoyed at the little girl.

"Haha…. Nah" said the filly, who turned around and walked off to see the other booths.

Twilight sighed and laid her hoof upon her cheek, dreading the long day that she knew she was bound to have.

A few yards down from her was the Apple family booth, brilliantly labeled "Sweet Apple Acres Charity." Since Applejack had to continue her work on the farm, the booth was headed by Apple Bloom, Granny Smith, and Big Macintosh. Behind them they had bushels of apples, stacks of apple pie, apple tarts, apple fritters, apple ice cream, jars of zap apple jam, a few select barrels of apple cider (with one set aside specifically for Rainbow Dash), apple tarts, apple crisps, and other assortments of apple based eateries.

"Come one, come all, to the Sweet Apple Acres Charity booth!" Apple Bloom announced. "We gots a whole bunch o' apple foods fer ya to try, and all of the money goes to feedin' the starvin' throughout Equestria! An' y'all can count on us, right Granny Smith?" She nudged Granny Smith in the ribs, who awoke form her nap startled and confused, but still managed to promote the group quite well.

"Er, uh, yes! That's right, lil' Applefritter! Y'all can count on Sweet Apple's quality and care in our products! We're not just another flim flam out to get your money! We've been 'round since… oh, well, Ah was a little girl, and so that must've been _before_ the great mushroom-"

Apple Bloom interrupted before her grandmother could get out of hand. "Uh, yeah! What mah granny said! We have the best apples in the business! An' if we raise enough money, we'll even have Big Macintosh over here put on a little dance for y'all."

"Eeeeeeeee-WHAT?"

Next to the Apple family was Rarity and Sweetie Belle's booth. It comprised of a long windowed compartment with a long line of jeweled clothing, masks, beads, and scarfs all prepared for Masquerade. The two sisters stood outside and smiled at the strangers that walked by.

"Rarity…" said Sweetie Belle through her smile. "When are ponies gonna start buying from us?"

While maintaining her smile as well, Rarity said "In time, Sweetie Belle! As I _always_ say, fashion cannot be simply rushed! We just need a pony with the right eye to come by and realize how stunning my work is!"

As if on cue, Pinkie Pie arose from the floor in front of Rarity until their noses were touching, causing her to scream and fall backwards.

"Hi Pinkie Pie!" greeted Sweetie Belle.

"Hi Sweetie Belle! Hi Rarity!" responded Pinkie Pie with a meter wide smile. "Gee Rarity, I know the dirt is fun to roll around in, but I didn't know _you_ like doing that kind of thing! Let me join you!" Pinkie slammed down on the ground next to Rarity and stuck her tongue out when the unicorn gave her a scornful look. Rarity quickly got back up and dusted herself off.

"Really Pinkie, how _can_ you handle being so hyper _all_ the time?"

Surprisingly, Pinkie was already up by the time Rarity had risen, causing her to emit a small yelp.

"Well, it's actually pretty easy. See, I wake up in the morning and have some hot chocolate, with extra chocolate, OH, and extra hot too! Then I do my calisthenics with Gummy. Boy, does that alligator know how to stretch! Then I go downstairs and help the Cakes out with Pound Cake and Pumpkin Cake. Sigh… they sure do grow up fast, don't they? THEN, I have a few cupcakes, serve a few customers, have a few _more_ cupcakes, help Twilight with her theories in quantum physics, _maybe_ have a couple of cookies, and-"

"That was a rhetorical question, Pinkie Pie!" interjected Rarity.

Pinkie stopped and opened her eyes wide. "Oh… right…"

Sweetie Belle, who was laughing through the whole ordeal, looked up at Pinkie Pie and said "Gee, Pinkie Pie, you sure are random!"

Pinkie looked at the filly and smirked. "Well… I try" she said with a wink.

"So, Pinkie Pie" said Rarity, taking control of the conversation, "what do you think about my new fashion line?" She gestured to her masquerade themed clothing behind the glass, to which Pinkie Pie stood with mouth ajar.

"OoooooOOoooh, Rarity, they're beautiful! I could totally see myself in that! Oooh! And that one too!" Pinkie Pie pressed her face up against the glass and began to ogle all of the dresses.

"Why thank you, Pinkie Pie! Care to buy one?"

"No."

"Oh… well then… Uh, still, can you believe that this pinnacle of fashion was turned down by Masquerade _himself_?

Pinkie Pie turned to Rarity and gasped quite loudly. "NOT MASQUERADE! Also… who's Masquerade?"

Rarity planted her hoof to her face and closed her eyes. "Uh… Pinkie Pie… don't you have a charity to attend to as well?" When she opened her eyes, she found that Pinkie Pie was no longer in front of her, or anywhere in sight for that matter. "I-uh, huh?"

"Over here, Rarity!"

Rarity looked across the street to see that Pinkie Pie had somehow set up a vaudevillian stage in the middle of the charity, full with a curtain in the back. Pinkie was standing on her hind legs with a record in her hoof.

"Hi there everypony!" she shouted into the crowd. "Welcome to the Smile charity! What I have here in my hoof is a record of all of my greatest hits, plus a few more tossed in for an added bonus. "

Rarity walked up to the stage with a confused look on her face. "Pinkie Pie… what is all this?"

Ignoring her, Pinkie Pie continued. "Every bit that goes for these records is given to the Make a Note foundation, helping schools fund their music departments! Isn't that fun?"

"Well…" said Rarity, "it's much more important than I would have thought."

Sweetie Belle walked next to her sister and looked up at Pinkie Pie. "I'll say! I think music is really important! I _love _singing!"

Pinkie Pie continued to describe her product. "That's right folks. We got 'Giggle at the Ghostie,' we got 'Grand Galloping Gala,' 'Bareback,' 'Evil Enchantress,' 'Dig a Pony,' 'Wild Pinkie Pie,' and all the rest! Pick it up right here, or fill out an order to have it sent by… _pony_ express! Heeheehee!"

Rarity groaned at the bad pun. "Come, Sweetie Belle. We're going back to our booth now." As the two walked away, Pinkie Pie took notice and began to call out to them.

"What's wrong, Rarity? Don't like the _pony _express?" Rarity kept on walking. "You know, if you keep making me yell like this, my voice might get a little… _hoarse_! Haha! Get it? HOARSE! Ahhhh…. I'll stop now, only 'cause I don't want to cause any _horseplay _and have to call the _foalice_! HaHA! Somepony stop me!"

A while down was Rainbow Dash's booth, which was only a table with a jar on it for donations. Rainbow was standing on the table calling out to those that passed.

"Hey, you there!" she said to a random pony. "You wanna be awesome? And I mean cooler than being cool? And I mean ice cold? Then donate to my charity!"

The stallion became intrigued and walked up to Rainbow Dash. "Well, uh… what does it go to?"

Rainbow Dash gave him a cocky smile and flared her wings. "Only the most important charity that you'll ever see in your life. My charity supplies books to hospitals, mostly filly's hospitals, for the patients to read. I call it: Reading Rainbow! Clever, huh?"

The stallion deadpanned. "Extremely. Bet nopony's ever thought of _that_ before."

Rainbow put her hooves to her cheeks. "I know! Aren't I_ awesome_?"

"Sure. Have five bits." He took out his wallet and tossed five coins into her jar.

"Oh, uh, thanks! And remember to tell your friends: with Reading Rainbow, you can be anything!"

"I'll be sure to remind them" he said before walking off.

A few minutes later, everypony's favorite mail pegasus walked up to Rainbow's booth.

"Uh, hi Rainbow Dash!" she said to her friend.

"Oh, hi Derpy! How are you?" responded Rainbow Dash.

Derpy took out a clutch bag and poured twenty bits into Rainbow's jar. "I wanted to help out with your charity!"

Rainbow gave a thankful chuckle at the surplus of coins flowing into her jar. "Wow! Thanks a lot! That'll buy at least twenty books!"

Putting away her clutch bag, Derpy looked back up at Rainbow and smiled. "Anything to help a good cause, Rainbow Dash! I sure do love books!"

"You do?" asked Rainbow Dash.

"Nope!"

A middle aged mare walked up to the booth and stood next to Derpy. "Hello, ma'am. What would this charity be going for?"

Rainbow Dash looked to her and politely said "Well, my charity goes for helping all the little fillies in hospitals get some good books to read!"

"Oh, how nice."

"Yeah, go Rainbow Dash!" shouted Derpy.

The mare turned to the gray pegasus and tilted her head. "Oh my, you sure are energetic, aren't you? What's your name, young mare?"

"I'm Derpy!" she replied, eyes crossed.

"Derpy?" the mare responded. "Well, I must say, I find that name offensive little girl!"

Derpy lowered her posture and looked to the ground, obviously feeling guilty and upset. "Oh… I'm sorry."

"Hey lady!" shouted Rainbow Dash.

"Yes?" she replied.

"Go suck a lemon."

Finally, a few yards down was an empty booth that was created from a hollowed out tree trunk. Hiding behind it was Fluttershy, looking at herself in a puddle of water that had formed around some foliage.

"You can do this Fluttershy" she said to herself. "Be more assertive, like Masquerade said… as long as it doesn't hurt anypony… or frighten them… or make them angry…" Before she could talk herself out of the situation, she stormed to the front of her booth with a determined look on her face. An old stallion was walking by her booth as she happened to point somepony out.

"Excuse me, sir!" she shouted over to the pony. "Would you like to donate to PETA? That is… Ponies for the Ethical Treatment of Animals?"

"Um, excuse me?" asked the stallion.

"I am involved with animals every day, so I know that donating to their good will is a meaningful charity." Fluttershy smiled and batted her eyes, trying to play the cuteness factor for a donation.

The stallion thought for a moment. "I… I think I'll pass, young mare. I have other donations that I was planning on making today." And with that he began to walk away, leaving Fluttershy standing alone, thinking about the next step she should take.

_Assertive_.

"Um, excuse me sir!" she called out to the stallion as she walked up to him. "I _really_ think you should donate to my charity. It's for the greater good."

The stallion gave a disgruntled face to her and shooed her off. "I told you, I want to donate to other charities!" He turned away from her again and started to walk off.

Fluttershy grabbed his shoulder and forced him to turn around. "No, I really, _really_ think you should donate." Her gaze fixated on him, and the poor stallion ended up in one of Fluttershy's "stares" that the animal kingdom was so afraid of.

"Oh. S-s-s-s-s-sure" muttered the stallion. He pulled out a wallet and handed ten bits to Fluttershy. "J-just take them." After she took the coins from him he cautiously backed off into the crowd, hoping that she wouldn't follow.

Still staring in his direction, Fluttershy's stare turned into a bright smile. "Thank you!" she called out before turning back to her booth to hassle the next passerby.

ooo

As the hours flew by, ponies went through the charity and each booth got some donations, albeit not as much as they had hoped. After a while Twilight and her friends began to become weary of the long task they still had ahead of them.

Twilight groaned as she slammed her face against the desk that is her booth.

"Spike…" she began, "this was a horrible idea! We haven't even gotten ten donations."

Spike, who was blatantly napping on the barrel he was sitting on, was startled awake by Twilight's complaining. "Hey, it's not my fault! You were the one who said you wanted to 'do something… _for the children, Spike'_!" he mimicked.

"Mmmmm" mumbled Twilight as she wiped her face along the table. "No I didn't."

Spike hopped off the barrel, placed his index fingers to his thumbs to mimic sophistication, and spoke in the best girly voice he could muster. "_Oh Spike,_" he began, "_I really, _really_ want to do something for the ponies that are as smart and as talented as me! Oh, books, books, Princess Celestia, books, books!" _

Twilight chuckled as she picked up her head and looked back at him. "That sounds nothing like me!"

"_You know, Spike, if I could marry a book, I _would!" he continued. "_In fact, if it weren't for the stud of a dragon I have to take care of me, I would probably marry an encyclopedia right now!" _

"Hehe… Spike!"

"_We'd have a child… call it George."_

"You're so funny!" Twilight said sarcastically.

"_You're the one who's laughing." _

Twilight hopped off of her stool and walked up to Spike. In the deepest voice she could, Twilight said "_Oh, Rarity! How I love you so! If I could show you all of the drawings I drew of us together, I would."_

"Hey!" said Spike. "How'd you know about that?"

Twilight began to walk in a circle around the stationary baby dragon. "_Alas, it cannot be! For you… are a pony! And I… am a lowly dragon!"_

Spike furrowed his brow. "Hey, she totally has it out for me! You just can't see it!"

"_Maybe if I use that weight set I hide under my pile of toys I could buff up enough for her to swoon all over me!" _

"Wha? I… no!"

"_And I don't even know that my guardian keeps tabs on me all the time! How sad…"_

Spike grinded his teeth in frustration.

"_I hope she didn't notice that dream I had last night where I called out Rarity's name out loud and began to kiss her."_

"I WHAT?"

"_Smoochie smoochie smoo!"_

"Stop that!"

"_Smoochie smoochie!"_

"Twilight!"

"_Smoo!_"

"It's not funny anymore!"

Twilight stopped circling Spike in order to come face to face with him and whisper clearly. "Maybe if you put on that cute wittle sailor suit she made for you that you hide in your closet. That might do the trick."

Spike threw his hands in the air and walked off. "Jeez, Twilight! Give me some privacy, will ya?"

Twilight couldn't help but laugh at her little joke. As he walked off, Twilight called out to him. "Don't worry, Spike! I think she likes guys with a little anger in them!" She proceeded to laugh some more as he rounded the corner, until she turned around and saw a unicorn filly looking up at her.

"Oh! I'm sorry little one!" Twilight said. "How long have you been standing there?"

The filly looked up with her bright blue eyes and said "Long enough to see you hurt your friend's feelings…"

Twilight scoffed. "I didn't hurt his feelings. We're just messing around!"

"Oh…" said the filly, who then looked at the ground and began to play with a rock using her hoof.

"Um… are you wanting to donate to the SPARKLE foundation?" asked Twilight.

The filly looked up and nodded. She walked up to the counter and placed five bits on it. "I… I want to go to a good school when I grow up… I figured this would be a good place to start."

Twilight, intrigued, bent down closer to the filly. She noticed her cute tuft of dark blue hair, blue eyes, and blue coat. "What's your name, sweetie?"

"I'm Starlight" she replied.

"Starlight…" said Twilight with a smile. "I like that name."

Starlight nodded. "I do too. My mommy said that I reminded her of Princess Luna, so she named me Starlight in honor of her. I think Luna is really pretty."

"I do too" said Twilight. "Tell me, what do you want to do after going to school?"

Starlight smiled in excitement. "Well… I've always wanted to be a doctor!"

ooo

In the Apple family booth, Granny Smith and Big Macintosh had decided to take a nap for the duration of the charity. Not that it mattered much, as Apple Bloom hadn't made a sale in over an hour.

"Come on!" she shouted to no one in particular. "Does nopony want apples or apple based products no more?"

"That's a stupid question" said a voice from above. Apple Bloom looked up from her duties to see Rainbow Dash flying circles overhead. "Apples are Ponyville's main export. Of course the townspeople are gonna get tired of them eventually."

"So you don't want any cider, is what you're sayin'?" asked Apple Bloom.

Rainbow touched down in front of the booth and flaunted her wings. "Of course I do! Doesn't mean I'm not right." She quickly grabbed a barrel of cider and hungrily chugged it in front of Apple Bloom.

"Why are you over here?" asked Apple Bloom, disgusted.

Rainbow Dash set down the barrel and wiped her mouth. "Well, the way I see it, you're not serving any customers. So… I figured I'd take anypony over here and… _direct_ them my way."

"You wanna steal mah potential customers?" asked Apple Bloom. "But y'all're doin' so well already!"

Rainbow chuckled. "Yeah… I know." With that she took to the air and looked down at the ponies in front of the Acre charity. "Hey everypony! Enough of these lame-o charities tryin' to squander money from you! Come over to mine if you _really_ want to make a difference!" She flew over to her booth and set down, smiling at the large group of ponies heading towards her.

"Hey!" shouted Apple Bloom. "Y'all can't do that!"

"Yeah!" said another voice from behind the crowd. Rainbow Dash and Apple Bloom turned to see Pinkie Pie at the end of her stage looking directly at the Reading Rainbow booth. "Dashie! You can't steal our customers!"

Rainbow Dash looked at the three jars filled with coins that lay on her table. "Gee, Pinkie, I beg to differ!"

Pinkie furrowed her brow. "Do you know how hard it is to make a record? They haven't _invented _ways to make this easy!" She held up her "Smile" record to prove her point. "I've sold barely enough as it is! You're going to have to make me sing and dance for everypony, aren't you?"

Rainbow started flipping coins between her hooves. "Knock yourself out."

Rarity sighed. "Well, Sweetie Belle… there goes the peace and quiet."

Pinkie disappeared behind the stage's curtain for a moment, only to emerge wearing her saloon girl outfit she wore in Appleloosa a few years back. As she walked to the front of the stage, she heard numerous cat calls coming from the male audience, causing her to blush.

"_We may be divided_

_ But of you all I beg_

_ To remember we're all hooved_

_ At the end of each leg"_

"Pinkie, please!" shouted Rarity.

"_You gotta share_

_ You gotta care_

_ This is for you, Rainbow Dash_

_ You gotta share_

_ You gotta ca-"_

"Pinkie Pie!" screamed Rarity. "I've had enough of your annoyance today! Your booth is much too close to Sweetie Belle and I's, so I insist on you keeping quiet!"

Sweetie Belle looked up at her sister. "I don't mind. I like it when Pinkie sings!"

"I do too, Sweetie Belle," said Rarity, "but we've only sold half of my clothing line. I'd like to sell all of it by the end of the charity."

Pinkie Pie continued.

"_When I was a little filly and the sun was going down"_

"Ugh!" moaned Rarity. "See what you started, Rainbow Dash?" she shouted across the way.

Rainbow laughed and laid back on a cloud she had brought down. "Sounds like sweet, sweet music to me!"

"Hey Rainbow Dash!" a voice called from below her cloud. Rainbow peeked over to see Scootaloo eagerly watching her from the ground. Rainbow Dash smiled as she rolled off and landed next to the filly.

"Hey kid!" she said. "What's up?"

All of a sudden Scootaloo looked nervous and broke a sweat. "Uh… well… I don't have a charity set up… don't really have anypony to set one up _with_, so… uh… I was thinking… maybe…"

Rainbow wrapped her wing around Scootaloo and brought her in tight. "Kid, you're always welcome to hang with me. _Especially_ if you're planning to help!"

Scootaloo beamed as Rainbow Dash let her out from beneath her wing. The two hopped up on the table and began shouting out to the crowd once again.

Which was when Fluttershy came up to their table and caught their attention. "Hey!" she called.

Rainbow Dash looked down at Fluttershy and raised an eyebrow. "Uh… hey?" she asked, surprised at Fluttershy's tone.

"Would you mind… um… being quiet, please? I mean… you stole my customers too, and I really don't appreciate it."

"Psssh!" said Rainbow Dash. "Like anypony would donate to you anyways! You take care of our animals just fine! We don't need to donate to some organization!"

Fluttershy furrowed her brow. "I said… _be quiet_. You're ruining my business!"

"Woah, hold on there!" said Rainbow Dash. "Business is business, don't take it personal!"

"Don't make me give you the stare!"

Rainbow Dash scoffed. "Are you threatening me, Fluttershy?"

Scootaloo hopped off the table and stood in between the two. "Hey, guys! Maybe we should calm down."

"Shut up!" shouted Fluttershy, to the surprise of the two pegasi.

"Fluttershy?" asked Scootaloo.

"I… I refuse to be pushed around. I'm going to be assertive" she replied.

"'Cause that worked so well last time" said Rainbow Dash under her breath.

Fluttershy's face began to turn red. "That was different. I… now it's different. I'm stronger than that."

"If you're stronger" interjected Scootaloo "then maybe you shouldn't be taking stuff out on us."

Fluttershy did just that. "Why don't you go fly off somewhere? Oh wait, _you can't!_"

Scootaloo instantly became self-conscious and looked ashamed. Rainbow Dash, on the other hand, became very red in the face as anger spread over her.

Fluttershy cringed. "That… that was too much. I-I-I- I'm sorry, Scootaloo. I don't know what I'm doing, and-"

"How dare you!" shouted Rainbow Dash. She walked up to Fluttershy and jabbed her in the chest, forcing her to fall back on her back. "I don't want to hear you ever, _EVER_, talk that way to anypony again! You hear me?"

Rainbow's yelling had caused the entirety of the charity to stop what they were doing and look over at her.

"Scootaloo is young, okay?" she asked, jabbing Fluttershy in the chest again. "If I remember correctly, you weren't too good at flying yourself when you were her age!"

Fluttershy had begun to sob. "I-I'm sorry! I didn't mean- I didn't _want_- I…"

"Whoever it is you're trying to be, Fluttershy, it's the opposite of who you are! You're not a bully, Fluttershy. Why are you acting like this?"

Fluttershy wiped her eyes and looked at Scootaloo. "I… a few days ago… a stallion said things to me… things that were true. He said I'd never make it in the real world unless I… Unless I pushed ponies around a bit more, instead of taking orders all of the time. But Scootaloo… I _never_ meant to say something like that before… honestly, I… I'm so sorry."

Rainbow Dash extended a hoof to Fluttershy, who took it and stood back up. "Fluttershy," Rainbow began, "you're my oldest friend. We've known each other since we were… what, four? And I always thought you were so awesome because you were nice to everypony. Not just the ones that were nice to you… but the mean ones too. I always admired your ability to do that. And now… you're letting some random guy define who you are? That's not you! What's wrong with you?"

Fluttershy shrugged.

Rainbow Dash continued. "I don't want a Fluttershy that pushes ponies around. Sure, you can stand up for yourself when you're being bullied. Hey, that's what I'm all about! But you can't let others get to who you really are. You can't let others change you."

"I know" replied Fluttershy. "Scootaloo… can you ever forgive me?"

Scootaloo nodded her head and gave Fluttershy a small smirk. "_Well_… I guess so. I'm sure you didn't mean it."

Fluttershy turned around to see Twilight, Pinkie Pie, Rarity, Sweetie Belle, Apple Bloom, Granny Smith, Big Macintosh, and Spike all smiling at her. Twilight came out of the crowd to walk next to Fluttershy.

"I think we've all had enough of this charity" Twilight said, to which everypony nodded with agreement. "It seems we all forgot that it wasn't about how much money we each gained, it was about helping the community through donations and awareness."

Rainbow Dash guiltily scratched the back of her head. "Yeah, all this money _might_ have gone to my head a bit."

Rarity nodded. "I suppose I don't have to sell _all_ of my attire. Although I did spend… quite a while on them." She feigned a sniff.

"And I guess the reason I didn't sell many albums" said Pinkie Pie "is because I did annoy a lot of the customers. I guess I should tone down the crazy sometimes, huh?"

Fluttershy sighed. "And I… I did horrible things just to prove myself. I'm sorry everypony."

"Well we didn't do nothin'!" interjected Apple Bloom, causing everypony to look her way. "We fillies were the ones that make this whole thing up, and we did it just like Ms. Cheerilee told us!"

"We're sorry, Apple Bloom" said Twilight. "We need to remember that charities are about the ponies we want to help, not the amount of money." She looked over at Starlight and smiled, causing the small unicorn to wave at her.

Sweetie Belle smiled. "Sounds like a pretty good letter to Princess Celestia!"

"Already got it down" said Spike, coming out from the crowd with a quill and scroll in his claws. "I also added in the Fluttershy being herself, the Pinkie Pie being appropriate, and the Rainbow Dash not ruining stuff for everypony." Spike then stretched exaggeratedly in order to show off. "Yeah… no need to thank me."

Everypony rolled their eyes as Spike threw the letter into the air and set it aflame, causing it to swirl in midair and fly off to the Princess's Palace.

Twilight turned back to the group and said "Alright everypony, let's get this whole thing cleaned up."

The other ponies nodded and all turned to their respective booths. Spike put his hand to his stomach as he and Twilight began to walk back. "Ugh… I don't feel so hot." Just then he belched and a letter formed in front of him. "Oh, hey! It's a letter from the princess!" Twilight stopped so Spike could dictate what was written.

"_Dear Twilight Sparkle,_

_ I regret to inform you that your hometown of Canterlot is_…. Under attack?"

"WHAT?"


	5. Ch 5: Canterlot

_ I regret to inform you that your hometown of Canterlot is under attack. If the Ponyville guard would like to send reinforcements then that would be greatly appreciated. However, do not (DO NOT) attempt to intervene yourself, as these matters are far beyond your control. I only send this to you as Spike is the most immediate means of communication I have with Ponyville. I will send word when the situation is under control._

_ Your Princess and Friend_

_ Princess Celestia_

The letter left Twilight stunned in disbelief. "Canterlot… is under attack?" she asked. "By who?"

Spike, feeling helpless and frightened, merely shrugged his shoulders. "Doesn't say. She just wants us to warn the militia."

Twilight began to pace back and forth. "Spike… I need to go there. _Now._"

Rainbow Dash, who along with the other ponies had just been standing in awe at the sidelines, interrupted by going up to Twilight. "Hold on there, Twilight! The princess made it sound like there's some real bad stuff going on up there. I think you'd better leave it to the military."

"What if it was Cloudsdale?" Twilight shouted.

Rainbow Dash thought for a moment before giving a calm response. "I'd be there… faster than the speed of sound I'd be there…"

"Exactly." Twilight continued to pace. "I mean, the princess is obviously having a hard time handling the problem if she needs backup. So… she needs help… right?"

Rarity decided to chime in. "Which is exactly what the Ponyville guard is for, Twilight. In the event our royal city of Canterlot is in peril… they're sent in to help."

Twilight was starting to become angered. "Canterlot has the _royal guard_, Rarity! What can't they handle? Huh? Tell me!"

Rarity stuttered and looked toward the ground. "I-I don't know… Twilight. I wish I knew but I don't."

"Um… Twilight?" interjected Fluttershy. "I don't mean to be rude… but… what could _you_ do? I mean… that the royal guards couldn't?"

Twilight shook her head in frustration. "I don't know, Fluttershy! But… I can't just stand here! My old home is there!" She looked at Spike. "_Our_ old home is there!" Twilight took a big breather before walking close to Spike so only he could hear. "What should I do, Spike? I feel so helpless."

Spike put his claw on her shoulder and whispered in her ear. "_Do whatever your heart tells you, Twilight. It's always worked before… hasn't it?"_

Twilight brought her head up from Spike and turned back to her friends. "I'm going to Canterlot… see what I can do."

Pinkie Pie bounded over to Twilight. "If you're going, we're going!" The other three nodded in agreement.

Twilight raised an eyebrow. "I assume I can't talk any of you out of this?"

"Of course not!" said Rainbow Dash. "We've got your back through thick and thin! Got it?"

Twilight closed her eyes to think for a moment, realizing she must take the leadership role once more. She turned to Spike. "Okay, Spike! You go warn the militia leader. He's the brown stallion with the hour glass cutie mark on the south side of Ponyville."

Spike saluted and headed off immediately.

"Pinkie Pie!" she continued. "You and I are going to my library to fill up the hot air balloon I have out back. I assume you have some sort of device that makes balloons blow up faster."

Pinkie saluted as well. "You bet your buttons I do! One balloon blower upper on the way, sir! Uh… ma'am… Lady… Mrs. Pony? Uh…"

"Go!"

"Right!" she said before hopping off to Sugar Cube Corner.

"Rarity!" ordered Twilight. "You still have those reins we attached to the balloon?"

Rarity looked upwards for a moment to search her thoughts. "Uh… I believe so! Would you like me to fetch them for you?"

"Yes, and attach them back onto the balloon basket. It's in the storage shed behind my library."

"As you wish!" said Rarity, running off to her boutique.

"Fluttershy! Rainbow Dash!"

Rainbow stood at attention on her hind legs and saluted, while Fluttershy politely nodded.

"I assume you guys already know your jobs."

"Sure thing Twilight!" said Rainbow Dash. "Fly you poor wingless ponies on up to Canterlot!"

Twilight nodded. "Good. Now we just need to wait for everything to be prepared. Should be just a few minutes." At that she turned around and started to head to her library.

"Wait, what about mah sister?" asked Apple Bloom, forgotten in all the excitement.

Twilight turned back around to face the filly. "I'm sorry, Apple Bloom. We don't have time to run all the way into Sweet Apple Acres and then run all the way back. I'm afraid Applejack will just have to stay at the farm and keep working. Besides…" She turned back towards the library. "Maybe it's best she didn't know we're in danger."

ooo

Within minutes Twilight's hot air balloon had been filled and had reins attached to the front.

"Alright, everypony take your places" she ordered as she walked by.

"Miss Sparkle?" a small voice called from behind Twilight. She turned around to see little Starlight looking up at her.

"Yes, Starlight?" she asked.

"I… I hope you come back okay."

Twilight smiled. "I do too" she said, attempting to hide the worry in her voice. She ruffled Starlight's hair before turning back to the balloon and hopping into the basket along with Rarity and Pinkie Pie. Fluttershy and Rainbow Dash took the reins in their mouth and stretched the length of the reins as far down as they could go. "Okay, girls, I want to make it to Canterlot in… well…"

"Ten seconds flat?" asked Rainbow Dash.

"My thoughts exactly!" said Twilight.

Rainbow Dash turned to Fluttershy and winked. "Okay, pal. You ready to fly faster than you've ever flown?"

Fluttershy sighed. "I… I'm not sure I'll be able to, Rainbow. I don't want to disappoint you, but…" She stopped midsentence as Rainbow Dash put her hoof on her shoulder.

"Hey… come on. You can do it. Just use that assertive energy you have pent up inside to make yourself go as fast as you can!"

"But… what if I fall behind?"

"Don't even think about it! Just do what I do. Close your eyes…" she said while following her own instructions. "Raise your wings… take a deep breath…" With eyes closed she cocked her head back to Twilight. "You ready, Twilight?"

"We're all set back here!" she responded.

Rainbow Dash turned back to face foreword, eyes still closed.

"Lean your head foreword…"

Fluttershy mimicked all of Rainbow Dash's movements.

…

"AND FLY!"

With that Rainbow Dash jetted foreword alongside Fluttershy, who was gleefully surprised that she was keeping up. Behind him, they could hear the screams of Rarity, the awe inspired "woah" of Twilight, and the delightfully out of place cheers of Pinkie Pie. They quickly flew above the town of Ponyville and began to make their way north. Within a minute they had reached the snowcapped mountain that shadowed Ponyville, and Fluttershy wondered if Rainbow Dash would be able to break the sound barrier with a balloon tied to her. They began to soar higher, higher, until they were on the same plane as Canterlot, a blurry smudge of colors in the distance. As they began to get closer the smudge became larger and larger until the outline of a city and a castle was prominent. The two pegasi knew it was time to slow down as if by instinct, and they began to reel in their speed. By the time they got a few miles away from Canterlot they had managed to slow to an easy glide that let the five see Canterlot clearly… which turned out not to be a good thing. They could see a fire blazing on the outer wall, and a few of the roofs of buildings had been partially destroyed or else completely removed. A large knot was made in the stomach of the ponies, most of all Twilight's.

"Oh…" she said. "I hope everypony's okay."

The pegasi landed them on the outskirts of the city where it met the wilderness. The three hopped out of their basket while the flyers removed themselves from the reins. As they turned to the city, they saw that it looked like a warzone. Buildings had holes in them, a few had been lit on fire in certain areas, and right in front of them was a large gash in a wall that had three distinctive trails.

Rarity looked up and cringed. "Are those… _claw marks_? Oh, no, no, no, no, no, no, no! I simply do not _do_… claw marks!"

"They look like Gummy's!" shouted Pinkie Pie. "Except… a lot bigger… and _a lot_ meaner!"

"Come on, girls" ordered Twilight. "We've got to get to the princess. Let's head for the castle in the center of the city."

Just then a beaten and bruised pony rounded the corner, out of breath. "You… you girls need to get out of here… one of them's on their way!"

Rainbow Dash began to walk to his aid. "One… what?" she asked.

"A g-" he began to say, until a large black figure rounded the corner after him, picked him up, and tossed him away before disappearing around the building's other corner.

"WOAH!" the ponies shouted in disbelief.

"What the hay was that thing?" shouted Rainbow Dash, frightened the most due to being in closest contact with the entity.

Twilight caught up to her to make sure she was okay, and then looked up towards the sky again to look for the creature. "I'm not sure… but it was _big_… and it could fly!"

"That wasn't like Gummy at all!" cried Pinkie Pie.

"Um…" said Fluttershy. "It looked like an animal… maybe I could talk to it!"

Twilight looked around at the city. "I don't think something that would do this to a city is on negotiable terms."

Rarity walked up. "Either way, we have to make it to the princess. And soon... I don't want to leave poor Opal at home for too long…"

The other four looked at her in disbelief before walking around the building and towards the center of the city. As they walked, they came across numerous lifeless bodies throughout the streets.

Twilight sighed. "This is exactly what I was afraid of."

They crept further into the city, mindful of the dead, the falling rubble, the numerous screams heard resonating through the streets, and strange roars that were unfamiliar to them. They finally arrived to a large clock tower that stood watch over the city.

"Hey!" shouted Twilight. "That's the Lunar Clock Tower! It lights up after dark! I remember my parents would… take me to the top all the time… uh, but it's one of the highest buildings in Canterlot! We should be able to see what's going on from up there!"

Rainbow Dash quickly hovered through the door. "C'mon! We don't have time to waste!"

The other ponies dashed in as well and began making their way up the thirty story clock tower. Once they reached the top, out of breath, they took a break at a ledge that protruded over the side of the tower.

"Man!" yelled an exhausted Rainbow Dash. "Fluttershy and I could've just flown you all to the top, huh?"

Fluttershy blinked. "I hadn't really thought of that, but I suppose-"

"No time for that!" shouted Twilight. "We have to see what's going on."

They looked out across the city of Canterlot. While the majority of the city was still its sterile ivory, many buildings had crumbled or been lit aflame. Smoke filled the air in a few patches over the city.

"This is awful…" muttered Twilight. "Who could've done this?"

As if to answer her question a large resounding wail was heard from beneath them, causing them all to gasp. They looked down and saw a black, shadowy figure spiral up and around a tower that was directly across from them. The creature made it to the top and perched there, allowing the ponies to see it for its true form.

The creature was unlike anything the ponies had seen before. Instead of being quadrupedal, this creature stood on two legs. It had long, slender arms with five digited hands on the end. These all extended from its body, which had prominent pectoral and abdominal muscles. At the top of its body was its head, which was very rounded and had large pointed ears. Its nose was bunched up similar to that of a pig's snout save for the length and circular shape, as it was more triangular. When it opened its mouth it revealed two rows of razor sharp teeth and a two pronged tongue that was much more prehensile than any pony's. Its eyes glowed red. No irises, no pupils, just pure, luminescent red. But the most disturbing parts were its appendages. Above its eyes grew two, sharp pointed horns, that went towards the back of its head for a bit before jutting straight foreword to its point. On its back emerged two dark, bat like wings that went down the length of its abdomen and legs. There was also a long two pronged tail that came from its backside. His entire body was a deep, charcoal black color, which made it seem as if it were a creature that was merely an absence of color, rather than a dark being.

Rainbow Dash gasped. "What the _hay_ is _that_?"

Twilight stood in awe as well. "I think… I think that's a gargoyle…"

"Whatever it is…" said Pinkie Pie "I think it's gargoyle'in at us right now!"

The large creature had noticed the five ponies looking out at him from the clock tower. He opened his mouth to bare its teeth and emit a large, ear splitting roar up at the ponies, so large that their hair flew back from the sound wave.

"Woohoo!" said Pinkie. "He sure does know how to yell."

Rainbow Dash looked panicked. "Uh… Twilight… I think we'd better get out of here!"

The gargoyle positioned its legs in preparation for a large jump. It coiled backwards before springing foreword at a great speed towards the clock tower.

"I think you're right!" shouted Twilight as they all turned to run back into the tower.

But it was too late. Due to the gargoyle's massive size, his collision with the building literally tore it in half like a pile of blocks, causing it to plow through it unharmed while the top half crumbled and tipped over. The girls screamed as the ledge they were on began to fall at a ninety degree angle. As the ledge separated completely, Rainbow Dash and Fluttershy were quick to act as they caught Pinkie Pie and Rarity under their arms. That still left one pony, however, without any support, and before any of them could react Twilight Sparkle fell off what was left of the ledge and began to plummet towards the ground along with large pieces of rubble and glass.

"Twilight!" they all shouted as they watched their leader fall without having any way to save her.

For a moment, Twilight screamed and flailed her arms and legs, desperate to find something to cling on to. Having lost all hope, Twilight curled into a ball in midair, closed her eyes, and began to chant within her head. _I don't want to fall, I don't want to fall, Oh, Celestia please, don't let me fall, don't let me fall, Please! DON'T LET ME DIE!_

As if to answer her pleas, Twilight's horn began to emanate a deep purple, creating a ball of light that encapsulated her and, within a moment, disappeared. The next thing she knew, Twilight was emerging from an orb of light on street level, looking up as the clock tower continued to fall.

"I'm alive?" she asked herself, inspecting every inch of her body for confirmation. "Haha! Yes!" Then the gravity what had happened just set in, causing her to shake, tear up, and feel sick to her stomach all at the same time. "_I'm alive_…" She looked up to see her four friends descending towards her from the tower. At that moment the clock tower finally hit the ground, sending debris, glass, and a _lot_ of dust their way. Within seconds they were covered in the thick dust, but Rainbow Dash and Fluttershy managed to land in front of Twilight Sparkle. Through the coughing they attempted to shake the dust off of their bodies, but it only did so much. Once they were as recovered as they could be, Rainbow Dash raced up to Twilight and hugged her as hard as she could.

"Twilight!" she called. Twilight could tell that there were tears in her eyes. "Don't you _ever_ scare us like that again... okay? _Never_!" Twilight returned the hug as much as was possible.

"I promise" she replied. Soon Fluttershy, Pinkie Pie, and Rarity all ran up to Twilight and embraced her as well.

"Oh Twilight" said Pinkie through her tears, "we thought you wouldn't make it!"

"Yes… you gave us quite the scare, darling" Rarity said.

Fluttershy just enjoyed the solidity of the pony that was in front of her in silence.

Twilight smiled. "I guess I'm harder to beat than I thought."

A large metallic number three landed in the street a few feet away and pierced the concrete, bringing them all back to reality. This followed by a haunting screech emanating somewhere in the sky above them, although the dust in the air made it impossible to see anything but _brown_.

"We need to get out of here!" shouted Pinkie Pie.

Twilight gestured to her right. "Here, let's take this street; there shouldn't be much dust over there!" The ponies began to run onto a street perpendicular to the one they were on currently, and sure enough they managed to escape the smoke cloud and were able to see a clear blue sky again.

"Let's get to the main courtyard!" said Rarity. "We'll have fewer buildings to fall on us and there'll be a straight path to the palace!"

Twilight nodded. "Good idea Rarity! Come on, I know the way! It's just a couple of blocks away!"

The five sprinted as fast as they could around corners, trying not to be caught in a straight-a-way to be pinpointed by the gargoyle. Unfortunately, when they were forced to go along a straight path, Rainbow Dash turned around to see the beast take off from behind a building and glide quite quickly in their direction.

"Oh _no_!" she cried. "Everypony duck!"

Without second thought they all dove to the ground and put their hooves above their heads. The gargoyle swept over them and grabbed on to a building, causing him to stop his flight and latch onto it. It looked back at the ponies and snarled at them, showing its malicious intent.

Rainbow Dash got into takeoff position as her face turned red with anger. "This thing is _really_ starting to _piss me off_!" Without warning she took to the sky towards the gargoyle.

"Rainbow Dash, wait!" called Twilight. "You don't know if you can hurt it!"

Rainbow Dash continued on her flight towards the beast, only to soar past its head and swing up into the air back over where her friends were. To their surprise, Rainbow Dash made another U turn to face the gargoyle once more, only now with more speed under her wings. She jetted towards its face with as much force as she could, but right before she impacted him the creature snatched her right out of the sky as if she were a fly. Now in the grip of the gargoyle, Rainbow Dash began to struggle.

"Oh, this won't end well" she commented.

The monster held his arm back and then swung it at the nearest building, causing Rainbow Dash to be flung from his hand. While spinning out of control, Rainbow managed to pierce through the wall of one of the building's upper floors, pass through three more walls on the inside, emerge from the other side of the building, and slam into the opposite building, creating a large crater in the wall that she finally rested in.

"Agh… _damn it_" she muttered under her breath, hurt and shaken from what had transpired.

"Dashie!" called Pinkie Pie. "Are you alright?"

Rainbow sat up and checked her wings, arms, legs, ribs, and neck. All seemed to be present and accounted for. "Uh… yeah! I'm fine! I'm a little hurt, but… I'll be okay!"

Rarity asked "Can you fly?"

Rainbow flapped her wings a few times to make sure that they were in working order. "Yeah! Hey… I'll distract him; you guys make it to the courtyard!" Before they could interject, Rainbow Dash took off back through the hole in the opposite building that the gargoyle had made. She whizzed past his head and, in an act of confusion, the creature leapt off the building and flew after her. The other four took advantage of the time bought and galloped towards the courtyard. After a few blocks they had managed to arrive at their destination. The courtyard was a large rectangular area with a large artificial squared off lake running down the center. It had four high walls on all sides with small entrances on each side, and it was open to the sky. The northernmost gap in the wall leads to the beginning of the thousand step staircase leading to the princess's castle.

Fluttershy looked to the sky. "Where's Rainbow Dash?"

The remaining four looked around in search of their friend, hoping to see that the gargoyle had lost her. When they turned around, however, they saw something far worse.

A gargoyle flew into the courtyard and landed a few yards away from the group. He looked behind himself to see if his friend, another gargoyle, had caught up, which in fact he had. It landed on the other side of the lake from its companion, and the two looked at the ponies and simultaneously roared.

Twilight moaned in frustration. "Great! That's just great!"

"Woah!" yelled somepony behind them. They all turned and were delighted to see Rainbow Dash coming towards them before touching down.

"Glad to see you brought some friends!" she said.

Twilight looked confused. "Wait… so one of these isn't the one that was chasing you?"

Rainbow shook her head. "Nuh-uh. I gave him the slip a while back. _I bet_ he's still looking for me in the city."

Rarity gasped in panic. "So you're trying to tell me that there's _three _of these things?"

Twilight nodded. "At least…"

Rarity groaned in a way that was currently the correct amount of dramatic.

Twilight looked up at the beasts that stared at them. "I've read about these things… they're called gargoyles. But… my books said they were just mythical creatures… that they weren't real!"

Rainbow Dash huffed. "'Cause _nothing_ your books say are false ever come to life!"

In a display of dominance, the lead gargoyle looked into the air, opened its mouth, and began spraying fire right from his throat deep into the sky.

Rainbow Dash's eyes opened up wide. "Did your books say anything about _that_?"

Twilight stuttered. "Uh… no. I'd… probably remember that part."

Without a word, Fluttershy broke from the group and slowly walked towards the closest gargoyle. "Um… hello…" she said sweetly.

Rainbow Dash flinched backwards in surprise. "Fluttershy, don't be an idiot!" she shouted.

Fluttershy closed her eyes again to go into deep thought. _Okay, Fluttershy. If there were ever a time to be assertive, now would be the time. It's not so hard… you've done it before. It's just a big… scary… gargoyle…_

She looked back up, sighed, and began to speak. "I'm sorry, Mr. Gargoyle, but you have to leave right _now_! You're hurting all of these ponies and I don't think it's very nice to-AHHHH!" Before she could finish her commands, the gargoyle became angered and side swiped Fluttershy with its large hand. She flew across the giant courtyard until she smacked into the wall, creating a large cracking sound to be heard throughout.

"Fluttershy!" the ponies shouted. Obvious to them that the gargoyles were not negotiable and looking for a fight, they all became posed for combat. Twilight immediately went into leader mode once more.

"Pinkie Pie!" she shouted. "Go get Fluttershy out of here! She looks like she could be seriously hurt!"

Without confirming or even letting Twilight finish her sentence, Pinkie Pie had begun galloping as fast as she could in Fluttershy's direction. After the longest thirty seconds of her life, she had made it to the pegasus' position. Fluttershy was lying sideways on the ground, curled up in a ball and not moving. Blood stained the ground in which she lay on.

"Fluttershy!" called Pinkie Pie as she walked nearer to her friend. "Fluttershy, wake up!" Upon further inspection, she saw that Fluttershy's wing was broken, with cartilage jutting out of her feathers and blood coming out steadily. She also noticed a large gash on Fluttershy's forehead.

Pinkie's heart began to race as fast as it could and tears fell freely from her face. "Flutters? You need to wake up now, 'kay? We need to go." She began easily nudging Fluttershy with her nose, hoping it would spark some reaction. "Flutters? Fluttershy, we need to go! _Fluttershy_!" She used her hooves to violently shake her friend, just wishing that she would do something. "Fluttershy, please! Please, wake up! You can't… you can't _go _like this! _You can't leave me!_" She lied down next to Fluttershy and put her face into her neck, sobbing uncontrollably. "Please, please, _please_ don't die! Flutters, we need you! _I _need you! _I don't think I could smile without you_! Oh, please… somepony… anypony… _do something_!" She completely gave in to her tears, burying herself into Fluttershy's neck and embracing her with all her might. She cried harder than she'd ever cried before; harder than she thought she _could _cry.

_Please save my friend, please save my friend, PLEASE save her._

Suddenly Pinkie felt Fluttershy's neck expand, and the next moment she coughed extremely hard, spraying blood out of her mouth and onto the ground next to her. She began coughing more to get the blood out but… she was breathing!

Pinkie Pie quickly sat up straight, in disbelief at what she saw. She instantly cupped Fluttershy's face in her hoof and brought her in for a large hug. "Fluttershy! Oh, Flutters! You're alive, you're alive, _you're alive_! Haha! Oh, Fluttershy, I could just…" She turned Fluttershy's face to the side and planted a large kiss on Fluttershy's cheek, causing her to laugh.

"I… *cough* I'm happy to see you too, Pinkie Pie!" she said with a giggle.

Pinkie Pie brought her in for another deep hug, tears of joy now cascading down her face. "Flutters… I thought I'd lost you! Oh, you have no idea how happy I am to see you! Thank you, thank you, thank you, thank you, _oh, Celestia, THANK YOU, _oh my gosh…"

Fluttershy smiled in content for a moment, and then whimpered when she noticed her body was wracked with pain. "Pinkie… I'm hurt" she said with pain in her voice.

Pinkie Pie's heart just about split in two at that moment. "D-don't worry, Flutters. I'm here… we're gonna fix you up… okay? Everything's going to be okay." She stood up and slid underneath Fluttershy, placing her belly lengthwise along her back, so she wouldn't have to lie on a wing. Fluttershy's right leg hung over Pinkie's right leg, her left over Pinkie's left, etc., and she rested her head on top of Pinkie Pie's. Pinkie slowly began to walk towards the castle.

"We're gonna have to go to the princess' castle… okay, Fluttershy? There are probably some ponies hiding inside that can fix you up… alright?"

"Alright, Pinkie" said Fluttershy. She yawned and laid her head down on Pinkie's head. "I'm… I'm really tired."

"No, no, no, no! Don't sleep, Fluttershy! Stay with me! We gotta make it up all… these… stairs…" Pinkie Pie said while straining herself to climb the stairs with Fluttershy on her back.

"Okay… I won't sleep" Fluttershy replied. She wrapped her right arm around Pinkie's neck and brought their heads closer together.

Pinkie Pie looked up at her friend and grinned with a sweet feeling in her heart.

"And _smile_, would'ya?

ooo

After Pinkie had left the others, they stood there eyes locked with the gargoyles, waiting for their next move.

Rarity whispered to Twilight. "How can we ever hope to beat them, Twilight? Look how big they are!"

"I… I'm not sure. But we can't just stand here." She looked to her right and saw that Pinkie Pie was crying over a limp Fluttershy, screaming for her life. "Oh no…" said Twilight.

Rarity and Rainbow Dash looked over as well, their hearts instantly sinking.

Tears reamed Rarity's eyes. "She can't be… she _can't_ be…"

Rainbow Dash hung her head low and began to shake in frustration and pain. "She… she was my oldest friend… and you _killed her_… oh, you're gonna pay… you're _all_ gonna pay…"

"Rainbow…" muttered Twilight soothingly.

"AAAAAGH!" shouted Rainbow as she jetted directly upwards into the sky. She flew backwards and arced downwards, locking on to the gargoyle that hit Fluttershy. She increased her speed as much as she could, trying to fly faster than she ever had before.

"HAVE A MOUTHFUL OF SONIC RAINBOOM _YOU BASTARD!"_

Rainbow's tail exploded in a wave of color as she broke the sound barrier. Dragging a rainbow along with her, Rainbow Dash plummeted towards the earth like a comet and met the gargoyle directly in its face. But she didn't stop there. She continued her flight path with the gargoyle attached to her front as she pushed him all the way down the length of the courtyard. Only at the last second did she let up and break off of the creature, which due to inertia continued to soar backwards far enough to slam clean through the courtyard wall and into a building on the other side, which collapsed on the gargoyle once it landed inside.

Rainbow quickly headed back to Twilight and Rarity, who were cheering, bouncing up and down, and pointing behind them. Once she got closer, Rainbow Dash looked up to see Pinkie Pie carrying a living Fluttershy on her back. She sighed and rolled her head in relief. "Thank Celestia."

A roar directed her vision upwards once more. The gargoyle that had lost track of her earlier before seemed to have realized her location, as it was soaring towards her at top speed, angered by the death of its comrade.

"Come on big guy!" shouted Rainbow Dash. She took flight the opposite direction as it attempted to grab her along the way.

Down on the ground, the other gargoyle howled at the death of its friend. It quickly turned to Twilight and Rarity with the lust for blood evident on its face.

Twilight looked to Rarity with an eyebrow raised. "So… d'you do target practice with the rocks like I said?"

Rarity nodded. "Up until I was tasked with Masquerade's clothing line. Although the day he showed up I became so frustrated with myself that I… did a little target practice in my boutique… so to speak. That's when I called Fluttershy for help."

Twilight huffed. "Good. Looks like we're gonna need it."

The gargoyle sprinted towards the two ponies, using both its arms and legs to gain momentum. It leapt into the air and attempted to fall on them, so each pony quickly jumped to the side to avoid getting squished. When it landed, it did so with such force that pieces of concrete flew in all directions, one chunk landing right next to Twilight.

"Rarity! This one!" she yelled across to her friend, nodding towards the piece of concrete. Rarity nodded affirmatively. When the gargoyle stood up and looked for the ponies, Twilight and Rarity both focused their magic on the concrete chunk. It lifted into the air and the aura of magic around it intensified in brightness and frequency.

"Now!" shouted Twilight.

The piece was released from the two ponies and quickly soared towards the gargoyle's face, hitting it dead on. The beast was flung onto its back, leaving Twilight and Rarity celebrating. It quickly rose to face them again, and in turn decided to pick up its own slab of concrete and throw it at Twilight. She screamed, if only for a moment, but then quickly activated her horn and focused all of her energy on the slab. Surprisingly, it held, leaving her and Rarity thoroughly impressed.

"Rarity!" shouted Twilight. "Jump on!"

"What?" asked Rarity, flabbergasted.

"Hurry!" replied Twilight. The gargoyle began to sprint at them again as Rarity hopped on top of the slab. Twilight quickly hurled it at the monsters face, crumbling the slab and launching Rarity into the air. The monster prepared for it this time and was only slowed down, that was until Rarity landed on its shoulder.

"Uh… what?" she asked herself as she was surprised to be face to face with the gargoyle. She acted quickly, however, as when the monster turned its head in her direction she spun around and bucked him right in the eye. The gargoyle reeled back in pain as Rarity politely jumped off of his shoulder and landed on the ground, humored by her accomplishment.

"Hah!" she shouted. "There's something on your face. _It was p_-WOAH!" The gargoyle quickly counterattacked by ejecting fire out of its mouth in Rarity's direction. Twilight saw it coming so she enveloped Rarity in her magic and quickly pulled her out of the way.

Rarity was released from Twilight and tilted her head. "How's your magic?" she asked.

"Fine" replied Twilight. "Yours?"

"Good… how _exactly_ do you plan on defeating this thing, Twilight?"

Twilight thought for a moment. "Well… just like Rainbow Dash, I suppose. We'll have to kill it."

"I see… and how do you propose to do _that_?"

"_No idea_."

The gargoyle ripped up another slab of concrete as they talked and tossed it at the two.

Twilight gasped. "Jump!"

Both Twilight and Rarity respectively used their magic to lift themselves in the air and let the slab pass underneath them. It crumbled on the stairs behind them, causing Twilight to turn around. She noticed that there was a small spire on each side of the stair case.

"Rarity!" she said. "When I say so, focus all of your magic on the stair case underneath me and try to lift it up and in that direction!" as she pointed to the left.

"Um… alright."

Twilight turned to the gargoyle and donned a mocking voice. "Come on, you big lug! Come eat my pony brains, or… whatever it is you do!" As the gargoyle took chase, Twilight turned around and ran up the staircase. Once a quarter of the way up, she turned around and stared the gargoyle dead in the eye. _I hope this works_ she thought to herself. She looked down and focused her aura on the staircase, the largest object she's ever dealt with. She noticed Rarity's blue aura began to mix with hers, letting her know that she was ready. Twilight saw the shadow of the gargoyle creep up on her.

"Rarity, now!"

At the same time Twilight and Rarity used their magic to lift the entire staircase off of the ground into the air, sending Twilight and the gargoyle up with it. Once in the air, Twilight grabbed a large piece of earth with her magic and flung it at the confused monster. It hit its target square in the chest, propelling it downwards again. Before the gargoyle could regain composure in the air, it landed right on the staircase spire, piercing it through the heart. Twilight disappeared in a bright flash and reappeared on the ground next to Rarity.

"Twilight… why, that was amazing!"

Twilight was out of breath, but she managed to speak. "Yeah… I thought so… too…"

The gargoyle howled into the air before going limp aboard the spire. Strangely, black smoke began to rise from the creature, almost as if it was evaporating.

"Twilight…" said Rarity, "it's made of ash."

Twilight nodded. "I… I don't understand."

The gargoyle continued to flake away until it was merely a trail of ashes ascending into the sky before disappearing in the clouds.

As the two were looking in the sky, they chanced upon seeing Rainbow Dash clashing with the last gargoyle midair. Rainbow was using her speed to gain an advantage over the beast, swirling around it in a spiral in an attempt to confuse it. She ended the spiral by going perfectly perpendicular with the gargoyle then slamming down on its chest as hard as she could, causing it to plummet to the ground. It landed with a thud and created a crater similar to the first monster.

"Go Rainbow Dash!" shouted Twilight as her and Rarity began to walk nearer the defeated beast.

Rainbow dash flew down and slowed her flight as she hovered over her trophy. "Yeah… I'm pretty awesome, what can I sa-OW!" The gargoyle snatched her out of thin air, only feigning his death.

"Gee, you really like doing that, huh?" asked Rainbow Dash as she looked the beast in the eye with disgust. The gargoyle vaulted up into the air while simultaneously spinning around and tossing Rainbow Dash into the ground, causing her to crash into the crater she had just created.

Rarity jumped into the crater and put her hoof on Rainbow's head. "Are you alright dear?"

Rainbow Dash's eyes were spinning in opposing circles, but with a quick shake of her head she had set them back to normal. "Ugh… I'm getting a_ little_ weary, but… I can keep going!"

Rarity rolled her eyes and scoffed. "Where is Applejack when you need her?"

Rainbow wrapped her arm around Rarity and flew them both out of the crater to land next to Twilight. "Forget Applejack, where the hay are the princesses?"

"Right here" a voice called from behind them.

The three ponies turned around with awe to see Princess Celestia and Princess Luna walking down the remnants of the royal staircase.

Twilight Sparkle and Rarity quickly bowed down in respect, but Rainbow Dash stood firm with a look of anger on her face.

"It's about time!" she shouted to the princesses. "What took you so long to get here?"

As Celestia and Luna strolled past the three, Celestia quickly looked back to answer her question. "We were busy, Rainbow Dash."

Rainbow's jaw dropped in disbelief. "Too busy? Too busy to save your _royal subjects_ from dying?"

Celestia turned all the way around to face Rainbow Dash. "Yes… _we were_. We sent the royal guards, but that obviously didn't work. Then we sent for the Ponyville militia, which you _obviously_ failed to bring." She turned back towards the gargoyle that was lying in wait, gathering as much energy as it could before taking on the sisters.

"Rainbow Dash!" shouted Twilight. "Show some respect, I'm sure they did what they could!"

But Rainbow Dash couldn't sit still. "What kind of princesses are you? What could you have possibly have been doing that's more important than stopping gargoyles?"

Luna turned around with anger in her eyes as she stomped over and leaned down face to face with Rainbow Dash. "Fairest Rainbow Dash, _I assure_ you that we followed proper procedure when dealing with this crisis. As royalty, we are tasked with _our_ safety most of all, for without us there would be no rotation of the moon or the sun. So we apologize for not being on the… front line, as you say, but recall that all five of you are disobeying a direct order from the princess by being here. And while we do thank you three for destroying two of these beasts, we _advise_ you to stand back as we deal with the last one."

Rainbow Dash's frown stood firm, but she remained quiet and backed up to stand next to Twilight and Rarity.

Luna turned back to her sister that was standing at the edge of the lake staring at the gargoyle. When Luna arrived, Celestia spoke.

"Shall we end this?"

"We shall."

Celestia and Luna's eyes lit up bright white, indicating to the gargoyle that they were ready to fight. It flung itself into the air and soared directly towards the sisters, who didn't even flinch. Right before the monster arrived at their position, Princess Celestia activated her horn which created a giant wall of light in front of the sisters that was as tall as the courtyard walls. The gargoyle slammed into it and flew back into the lake. Celestia removed her shield as Luna stepped up. She ignited her horn and shot a beam of lightning directly into the lake, sending arcs of electricity throughout the water and into the gargoyle, making it writhe and roll in horror.

The gargoyle managed to roll to the side and emerge from the lake, breaking the circuit Luna's lightning had with it. It stood up and flared its wings before charging the two and shooting fire out of its mouth. Again, Celestia put up a shield like object, although now it was a luminescent ball. The sphere absorbed the fire, and when the monster ceased its attacks, Celestia shot the ball back towards her enemy, causing it to explode on impact with the beast and giving it a large burn mark on its chest. The gargoyle screamed in pain as its flesh burned off of its skin, ironically being flakes of ash falling off of its body and sailing upwards with the wind.

Realizing it was severely outmatched; the gargoyle turned around and took to the sky. Without leaving her position, Luna's horn lit up and all of the clouds in the sky began to cumulate together. The once white clouds turned dark gray and began to swirl in a giant hurricane above the royal courtyard. Two beams of lightning emerged from opposite sides of the eye of the storm, wrapping their electric tendrils around the arms of the gargoyle and dragging him back down to the ground.

The two sisters flared their wings and took to the sky. Within seconds they were in front of the shackled gargoyle. Celestia shot a small ball of light into the creature's chest, causing it to fall back. With Luna still forcing it down with her electrical chain, the two sisters jumped on his chest and walked up towards its head, looking it straight in the eye.

"I'm not sure what you are" said Celestia, "but whoever sent you has a clear message. And so do we."

Luna planted a hoof on the creatures face. "Do _not_ harm our ponies, or we will harm you. And whatever you send our way, it surely will not be enough. Three young girls managed to kill two of your creatures, imagine what our army could do."

Celestia lit up her horn, which extended a long blade of light from the tip.

"Don't come back."

She swung her head from left to right, severing the beast's head and making the body underneath them crumble into ash.

The three ponies stood in awe as the princesses returned to them.

"Well, Twilight" said Princess Celestia, "I hope none of you were hurt too badly."

The three shook their heads altogether.

"Excellent! Come with us. You're friend Fluttershy is being tended to in our palace."

The ponies began their journey up what remained of the large staircase headed towards the royal palace.


	6. Ch 6: Epilogue

The princesses, along with Twilight Sparkle, Rarity, and Rainbow Dash, walked through the large doors that sealed away the inner sanctum of Canterlot royalty. Once more they were met with a staircase jutting out underneath three tall stained glass windows. To their left they could see that the princesses were using the palace as a safe haven for the ponies of Canterlot, as a group of thousands of ponies filled the ball room as well as spreading out among the left wing of the palace, save for "off limit" rooms only allowed by royalty and high ranking ponies. The right wing of the palace was used as a makeshift hospital, with medical stations set up through the hallways and nurses and doctors walking about.

Twilight looked around in awe. "So this is where everypony went."

Celestia nodded. "Yes, here or any other community centers throughout Canterlot. When my royal guard said they were losing the fight I tasked them with rounding up civilians instead. The military were on their way when you arrived, but… I've called them off now that we've removed the threat."

Twilight looked to Rainbow with an "I-told-you-so" look on her face, and Rainbow nodded and accepted that Twilight had, in fact, told her so.

Luna gestured towards the medical wing. "Come. The soft-spoken Fluttershy is in need of your presence."

The three ponies began to walk through the door when Rarity turned around to face the princesses. "Aren't you coming?" she asked.

Celestia shook her head. "We've more… pressing matters to attend to. We'll check on you in a while." With that they turned around and headed down an opposite hallway.

Twilight, Rarity, and Rainbow Dash walked down the hallway that had cots and beds littered with injured strewn about. They looked in sorrow as they saw many cuts, broken bones, amputations, and even deaths.

"I _do_ hope dear Fluttershy is okay" commented Rarity.

"I'm sure she's fine" said Rainbow Dash, unsure herself. "She's tougher than she looks."

They rounded a corner and saw a room with "Fluttershy" printed on a sign hanging from the knob. Twilight opened the door and all three entered.

Fluttershy was lying on a bed pony-style with bandages wrapped around her torso, wings, and forehead. Pinkie Pie was right next to her stroking her hair, that is until she saw her friends enter the room; which made her leap into the air and run over to give them a bone crunching hug.

"Oh, I was so _worried_ you guys!" she said. "Fluttershy getting hurt was enough. I don't know what I would do if you three got hurt too. I'd have to eat so many buckets of ice cream! Mmmmm… Ice cream!"

Twilight, who was struggling to be set free, smiled at the pink pony. "We're… ugh! Glad you're safe too… Pinkie Pie! Now can you let us go?"

"Oh… sorry." Pinkie let them go and Twilight let out a sigh of relief. She smiled at Pinkie Pie and walked over to Fluttershy's bed, as did Rarity. Rainbow Dash wrapped her arm around Pinkie Pie's neck and brought her in for another hug before smirking and giving her a noogie. Pinkie smiled in return and they both walked over to Fluttershy's bed.

Twilight lay her head on the end of Fluttershy's bed and looked her in the eyes. "How are you feeling, Fluttershy?"

Fluttershy smiled at seeing her friends alright before sitting up in her bed. "Um… my wings are broken… and so are some of my ribs. The nice doctor gave me a lot of medicine so… I don't hurt right now. But I'm _really tired_…" She lay her head back down and closed her eyes.

Twilight smiled and patted Fluttershy's head. "It's okay. You sleep for now. I think when we get home I might be able to help you heal a bit with one of my spells… if I can find it." She turned back to her friends who backed away from Fluttershy's bed and formed a circle for discussion. She looked at Pinkie Pie.

"And how are you feeling, Pinkie Pie?" she asked.

Pinkie Pie sighed. "Relieved. I was _really_ worried Fluttershy was… well… and then leaving you guys out there was the last thing I wanted to do but… I needed to help her."

Rarity put her hoof on her shoulder. "It's fine dear. Fluttershy's life was more important."

Pinkie nodded. "Still… I would just die if I knew you guys got hurt because I left you all out there… left you for dead."

"Psssh!" scoffed Rainbow Dash. "For dead? Sister, we had those monsters in the palm of our hoofs!"

Twilight and Rarity glanced at her with raised brows.

"Uh… okay, so maybe it wasn't _that_ easy. But we did manage to kill two of 'em before the princesses showed up for the last one."

Pinkie gasped. "You _killed_ two of them? How'dya do that?"

Rainbow raised her head high and puffed out her chest. "Well, with my _awesome _flying abilities I managed to knock one right outta the courtyard and into a building! Uh… didn't you see that part?"

"Nope!" replied Pinkie Pie. "I had other stuff on my mind" she added, looking back at a sleeping Fluttershy.

Twilight looked at Rarity. "Then Rarity and I used our magic to kill the second one."

Rarity nodded. "And I must say, Twilight, your magic is getting quite impressive." Twilight blushed and Rarity turned to Pinkie Pie. "She managed to save my life twice _and_ lifted a quarter of the royal staircase almost all by herself!"

Twilight giggled. "Well, I couldn't have done it without you!"

Pinkie Pie tilted her head. "So what _were_ those things anyway?"

"Well," began Twilight, "my books have very similar things that are called gargoyles, but they're not supposed to exist in real life." She looked at a speculative Rainbow Dash. "But as Rainbow's pointed out, that hasn't stopped things from appearing before." Rainbow smiled proudly.

Rarity chimed in. "I don't care who or what they are, as long as they never return! They almost killed all of us, and I'm not sure I'll be able to handle that again, let alone do it without ruining my hair!" She ran her hoof through her locks before tossing it back around her shoulder, causing everypony else to roll their eyes.

Twilight closed her eyes for a moment to think. "Let's just be glad we're all okay. Fluttershy will heal in time… and Canterlot will rebuild. I say we all stay here with Fluttershy for a while."

The other three nodded in agreement, looking over at Fluttershy and noting how at peace she was, almost oblivious to what had been going on around her.

"Good" finished Twilight. "Although I can't help but feel as if I'm missing something."

The other ponies squinted and looked up into the air, deep in thought, before all returning their gaze to Twilight with a resounding "Nope!"

"Hmmm…" muttered Twilight. "Alright, well, let's go bring back some food and make arrangements for the night!"

ooo

Somewhere in a dark Ponyville barn, a lone cupcake sat on a table with a lit candle sticking out of it, the only illumination in the room.

"_Happy birthday to me_

_ Happy birthday to me_

_ Ah'm alone on mah birthday…_

_ Nopony wants me…"_

Applejack wiped a tear from her eye as she walked over to a shelf on the barn wall. A dusty photo rest there, which she picked up and brought over to the light. In the picture was a very young Applejack standing in front of two older ponies; one male, one female.

"Well guys… t'day's the day. Exactly nine years since..." she trailed off. "Heh… and mah friends wonder why Ah don't like mah birthday." She looked at the light coming through the cracks in the barn door. "An' where are they now, huh? Just like Ah thought… shoulda never got excited fer this stupid day…"

Applejack stood up and walked back over to the shelf, returning the photo to its resting place. "Ah try not to dwell too much on y'all bein' gone, but… Apple Bloom talkin' 'bout ya got me thinkin' again. Gosh, Ah _know_ y'all're proud o' her, Ah can see it plain as day, even without y'all bein' here. But… there's one thing Ah've always wanted to ask ya if y'all were still here…"

She walked over to the candle and blew it out, drenching the room in darkness.

_Are ya proud of _me_?_

ooo

Princess Celestia and Princess Luna opened the door to a long descending spiral staircase. The walls were a mix of brick and mortar, and only torches lit the way down. The sisters began to walk down as Luna began conversation.

"Young Twilight Sparkle did exceptionally well today, did she not, sister?"

Celestia nodded. "She most certainly did. I'm becoming more proud of my little protégé every day."

"Her magic seems to have been increasing as well."

"I've noticed. She probably could have stopped that gargoyle without Rarity's help."

"Of course, you would not allow that, correct?"

"I'm… not sure. I would definitely like to see it."

"We must first find the origins of those beasts, however."

"That we shall." The two met the bottom of the staircase and were greeted by a long corridor with prison cells filling the walls all of the way down. They walked down to the last cell and looked into it, greeting the two ponies that occupied it.

"Princess Celestia and Princess Luna… how joyful I am to see you both."

Celestia looked down at the prisoners. "Fiesta Flair… Paco."

The two prisoners emerged from the shadows, one a fiery maned mare and one a brown, greasy stallion, who was the first to speak up.

"Please, Princess Celestia, if we are being formal here, call me… Scorpan."

Celestia raised an eyebrow. "Your fake name not good enough now?"

The stallion emitted a guttural laugh. "Well… a fake name is pointless in front of a princess. I'm sure you know who I am, mi belleza."

"That's exactly what I'm here to find out" said Celestia as she removed the bars from the cell.

Fiesta Flair tilted her head. "So what are you darlings doing in a dungeon like this, hm?"

Princess Luna furrowed her brow. "You do not call the royal princesses '_darling_'!"

"Oh, of course not, princesa! Just making conversation" Fiesta said with a sly smile on her face.

Celestia took control of the conversation. "Today Canterlot was attacked by three gargoyles. Would you two know anything about this?"

Fiesta and Scorpan looked at each other before turning back to the princesses.

"Of course not!" said Fiesta Flair. "We're sitting here peacefully in prison. How could we have arranged for an attack on this beloved city?"

"Well," began Celestia, "two months ago when you two attacked _Twilight Sparkle_, she sent me a letter saying that certain… possessions of ours would be in danger in the future. I have a feeling that this is what the creatures were looking for."

Fiesta Flair's face lit up. "Oh! Do you mean the _Elements of Harmony_, darling?"

Luna ignited her horn and used its magic to pick Fiesta Flair up and pin her to the wall, causing Scorpan to back into the opposite corner.

"Enough of these games!" shouted Luna. "Do you or do you not know of what transpired today?"

Fiesta Flair dropped the girly tone and laughed seductively. "Look, su majestad, I don't have anything to do with any gargoyles. But there is one thing I _do_ know… those Elements aren't yours… and it won't be forever before somepony comes in and decides to take them back…"

Celestia grinded her teeth. "What do you mean?"

"Heh. _I mean_ that you two should watch yourself as you sleep at night… because Canterlot isn't going to be safe forever…"

"And somepony _is_ coming…"


End file.
